The Adventures of Doctor Whooves
by WolfePony
Summary: A strange blue box crash lands in the middle of the Everfree Forest to be discovered by Twilight and Spike. The Doctor stumbles out of it and makes the shocking discovery that he's accidentally traversed to another universe entirely! Ready to test his new four legs in this universe, the Doctor does what comes naturally to the renegade Time Lord; jumps cutie mark first into danger!
1. 12th

_Golden Oaks Library, Ponyville_

_8:02am, 25th of Summer, 1001 C.R._

Spike, the dragon, had his work cut out. He scrambled all over the library, catching stray books that were practically sentient with their seemingly random parabolic trajectories which called for sporadic, serpentine inspired movements from the tiny reptile. Twilight ran through all of the books in her library at dizzying speeds, levitating them past her for a sparse glance before tossing it over her shoulders.

Behavior like this from the more-than-eccentric unicorn was hardly a surprise, Twilight Sparkle would be able to go weeks incredibly idle before jumping into a fervor; running around like a mad pony with no purpose.

This was hardly the result of her ever-changing moods, however. Catastrophe had fallen upon Ponyville. Not one in the same vein of Twilight losing her favorite quill, it was a real, legitimate concern amongst the ponies that could end in absolute disaster. Twilight had promised everypony that she would be able to produce a solution in no time, but, so far, has come up short of a solution; although she found a riveting recipe for fat-free muffins.

"No, no, no, no, no!" Like mantras she muttered to herself as dozens of books floated past her. Groaning in frustration, she threw all of the books in her possession back; Spike was lost in a mountain of literature.

"None of the books I own can explain what's being going on!" she bemoaned, "It doesn't make any sense! Spike!"

The dragon was unresponsive under the mound of books, and after a few moments, a single claw poked itself from the pile and dug out the reptilian. Spike rolled his eyes and grimaced at the massive pile of books that he would undoubtedly have to clean up before getting to his feet and dragging himself to Twilight.

"What? If you expect me to clean all of this up, you're nuts Twi. Well, nuttier than usual," he snickered at his little joke but Twilight was hardly in a joking mood.

"Are you sure there is no reference of this in the _Big Medical Book of Medicine_?" she asked impatiently.

"For the hundredth time, _yes_ I'm sure! We ran through that book a billion times, I'm pretty sure I can recite the pony bone structures by heart at this point!" he answered with just as much impatience as she demonstrated.

"I'm sorry to be so short with you, Spike, but this is important! We have a crisis on our hooves!" Twilight reminded him before going back to her medically relevant books for more research.

"Why not just contact the princess then?" he asked.

"Because, she's on very important business in the Arctic North. Even if we could get a letter to her, she might be too busy to respond," she answered, throwing back _The Anatomical Systems of Quadrupeds_ which found purchase dead-center on Spike's face.

Spike mumbled something, but with the book in his mouth, it came out was unintelligible grumbles (which it most likely was) but Twilight brightened at his unheard words. "You're a genius Spike!" she cried, suddenly levitating him toward her and embracing the tiny dragon. "Zecora might know the answer. Come on, let's see her now!"

"Whoa, whoa, whoa," he started, pushing himself away from Twilight but still caught in her magical hold. "I like Zecora and all, but she lives in the _Everfree Forest_ you know?"

"Yeah, and?"

"That place is creepy Twi! What if we get mixed up with something weird there?" he shook his head furiously, apparently ignorant to the fact that he was a dragon, part of the toughest species out there.

"Come on Spike, this is no time to get cold paws. This is an emergency and you know it. Zecora will definitely be able to help us!" Twilight insisted, ignoring the dragon's cries and pleads to be left behind. Without another word of argument, Twilight dragged Spike outside and made her way through Ponyville, toward the outskirts and, eventually, the Everfree Forest.

Considering the time, it wouldn't be a surprise to see nopony out and about in town, but in Ponyville things were a bit different. Everypony knew each other and the community was incredibly close-knit which typically allowed for early mornings and late nights in the rustic little village. At the crack of dawn, there were some ponies already up and walking around the town, businesses would even be open at that time.

Therefore it was a surprise to see nopony out.

The only sound in the tiny little village was that of Twilight's hooves as she half-ran, half-trotted toward the outskirts. Even Spike piped down to marvel at how absolutely tranquil and eerie everything was.

"It's like a ghost town," he remarked, glancing over Sugarcube Corner which normally would be brimming with excitement from the residential party pony but was absolutely desolate.

Twilight only nodded grimly. It had only been three days since this silence fell upon the village. The sickness fell upon a few ponies, then it had eventually, and inevitably, spread. Soon, there was virtually nopony left. There only remained a few, Rainbow Dash was sent off to Cloudsdale to find a solution at the hospital and Rarity was off to Manehattan to search for help, but that was _two _days ago and there hasn't been any response. It was so strange and foreign to see Ponyville in such a depressing state, but Twilight shook her head and focused at the task at hoof.

She promised a solution for everypony, and if it took months, she would find it. The only problem is she doesn't think she has _days_ to spare, much less months.

The trip to the Everfree Forest was quicker than usual, thanks to the lack of traffic and idle gossip amongst the villagers; they got there in half the time. It gave Twilight a chance to check up on Fluttershy's cottage. Ever since the shy and demure pony was moved away, her pet animals were left to care for themselves. Being good friends with the pegasus, however, ensured that the pets would be watched over.

Though it was evident that the same amount of care that Fluttershy applied to the animals could not be replicated from Twilight, when she emerged from the cottage, her mane ruffled and face red from tiny scratches, like she got in a fight with a rosebush.

"They're fine," she relayed to the barely contained dragon. Then, they made their way into the forest.

No matter how many times she would go into the forest, she could never get used to the foreboding sense of fear that nearly froze her legs. It was only her sense of responsibility that made her cross that border every time.

Spike, however, was having a harder time coping with his fear as he shivered on Twilight's back.

"D-do we really have to go here? I mean, couldn't we just send Zecora a letter or something?" Spike asked, fear apparent in his voice.

"Get a grip Spike," Twilight lightly chided, trying to keep her own fear out of her voice. "I've been here dozens of times, and nothing bad has happened yet."

"What about that hydra?"

"Well, that was-"

"And that giant bull?"

"You can't just-"

"And the harpies and the possessed trees and the-"

"Okay!" she interjected, "So, this place is dangerous. But it's fine. It's only a short walk to Zecora's place and then we can leave, okay?"

"Fine. The less time I have to spend here, the better," Spike consoled miserably.

But, they would never make it to Zecora's place. Halfway into the dense forest with strange foliage and stranger animals, they were able to hear it; something completely out of place with unnatural ambiance of the forest. It was an almost lyrical gust of air coming from above. It was nothing an animal would make, and certainly nothing pony-made.

Twilight and Spike looked to the skies, where they saw an impossible blue box suddenly materialize into reality falling to the earth. As if things weren't crazy enough, there was a pony hanging from the edge of the box, laughing almost manically as the box suddenly dipped and crashed into the forest.

"Was that…" Spike dared not to finish his sentence, for fear he had gone mad. But Twilight nodded silently, causing the dragon to swallow back his fear nervously. It seemed that no break would be given to the downtrodden assistant, as instead of acting upon the most rudimentary logical faculties, Twilight had opted, instead, to run toward the box's direction.

Spike, not particularly keen on staying in this horrid forest, had no choice but to follow. Through the dense foliage and thick roots that sprawled outward from the unnatural trees, a clearing suddenly opened up. Mist clung to the ground like shadowy wisps, the grass was tall but dark and brown, and in the middle of it sat the impossible box. It was on its "back", if it could be called that, but Twilight was able to notice the actual doors on the top of the back that opened inward. Smoke bellowed from the box, like an ill dragon's cough, and it glowed eerily.

"T-twi, what is that?" Spike asked, gripping at Twilight's legs nervously. Twilight needed to tilt her head to look more carefully at the box. In big bold letters, "Police Public Call Box" could be read.

"I don't-"

"Ah! Hello!" a pony popped his head from the box. A bright smile graced the stallion's face as he stared quizzically at Twilight and Spike, as if he had just engaged them in friendly conversation rather than drop out of the sky.

"Do either of you have any experience in operating a multidimensional quantum entanglement regulator?" he asked with a certain flourish in his voice, in tandem with his accent – which was possibly Hoofington – gave the impression that he was either brilliant or properly insane.

Twilight and Spike both shook their heads dumbly. The impossible stallion frowned and jumped out of the box, a large metallic device was holstered to his back with dozens of cable spilling from the end and connecting deep inside the blue box.

"That's perfectly fine, I don't know how to use it either," he admitted with a cheery smile, "But don't worry! I'll figure out how it works eventually."

"W-wait!" Twilight tried to protest as the stallion pulled off the device from his back and handed it to her. "What is this thing? Who are you-"

"No time for silly questions, no, I think I'll be free at three-thirty, you can ask silly questions then. But now, we need to work!" the stallion insisted, randomly flipping switches on the device before pointing at the large red button on top of it, "See that? Keep that pressed down, it should keep the TARDIS sustained. For some reason, she's unable to maintain her form in this place, which is why we crashed and certainly not because I forgot to engage the brakes again, astronavigation one-oh-one, the brakes are useless anyways!"

The stallion turned back to the blue box, muttering in his rapid-fire method of talking. He looked like he had been through the fight of his life! His coat and mane was ruffled, and charred black, and his outfit was absolutely tattered and ruined. The only thing that was left untouched was his cutie mark; a golden hourglass.

"The fall through the Abstract Plane was worse than I thought. The TARDIS already deleted thirty percent of the rooms! I spent ages on the labyrinth! Mind you, finding a giant mechanical bronze bull was not an easy task, especially when you've got half of the 23rd Lunar Regiment after you. Am I going to have to redo everything now?" He moved about excitingly, waving his legs irregularly to punctuate his rant.

Finally, Twilight had had enough of his nonsense, she dropped the device and trotted up to him. "Listen mister- whoever you are, what is that thing and who exactly are you?"

"No, no, why did you drop it!" The stallion ran past Twilight and picked up his strange apparatus which sparked and fumed smoke. "Not good, not good, very much the opposite of good! Why did you drop it?!"

"I didn't-"

"Oh, blast! It's malfunctioning!" He dug into his pockets and produced a large metal wand-like object. Wand firmly between his teeth, it whirred to life as he ran it across the device, "I think I can get it to work. I need to boost the signal-"

The device caught fire. Yelping, he dropped it suddenly and it exploded. Twilight leapt back to avoid the sparks and the stallion cursed as he ran toward the box, which began to disappear from existence.

"No, no, no, no!" he cried, "She can't anchor here! She's phasing!"

He jumped back, aimed his wand at the box and it activated, accelerating the box's dematerialization and within seconds it was gone. He glanced at his wand and laughed triumphantly.

"Yes! I managed to activate the emergency protocols! She'll enter in temporal stasis and repair, once she is able to, she'll hone in on my sonic screwdriver, fantastic!" His happy attitude deflated, however, once he spotted Twilight and circled her, like a vulture around dead meat.

"And you! Miss Purple-Unicorn-I-Think-I'm-So-Smart, why'd you drop my sparky box?!"

"I thought it was a multidimensional something-or-other regulator!" countered Twilight.

"Yes, it is, but that name is too long! It's a box that was very sparky, therefore: sparky box! Why'd you drop it?" he asked again.

"You're the one who suddenly dropped out of the sky in a blue box! What's a police box anyways?"

"It's a TARDIS, Time And Relative Dimension In Space. It happens to be one of the most advanced piece of technology in the universe, and another thing, why is everyone so concerned about it being a police box anyways- AGH!" he staggered back as his entire body glowed bright gold.

Twilight stepped forward but the stallion merely looked up and coughed. Gold dust, it seemed, came out, it was like dancing glitter as it flew up and dispersed in the air.

"Who… are you?"

The stallion smiled brightly as he looked down at his forelegs, which glowed briefly. "I'm the Doctor, and apparently, I'm a horse now!"

Just as quickly as his hyperactive antics started, it immediately crashed as the Doctor's eyes rolled up and he slumped over, face first into the dirt, unconscious.

~==~  
_Ponyville General Hospital_

_8:30am, Same day, 1002 C.R._

Ponyville General Hospital is, without the usage of over-generalities and redundancies, a hospital in the same way a confectionery is a military armory; though, with consideration of Pinkie Pie's recent pie-cannons, that statement may be more accurate than one would think.

With the small town's population being a dwindling few hundreds, with the occasional sudden increase due to tourism for the Running of the Leaves, the hospital hasn't had much attention or practice with how little injuries and illness can occur. There are exceptions, of course, with several bruises and cuts from the more than enthusiastic Cutie Mark Crusaders and general escapades of Rainbow Dash, the residential daredevil, but, on average, attendance at the hospital is slim, at best.

Consequently, not much funding has gone into the hospital. Mind you, the grounds are pristine and the pinnacle of modern innovation. Medical techniques and technologies have been, however, dwarfed as a result of this deficit in funding. Magnetic Resonance Imaging tests are performed by unicorn experts rather than machines, and some X-Ray machines are so old their function is more damaging than beneficial.

An epidemiologist and sociologist may observe that due to this sudden illness that has struck the grand majority of Ponyville funding would exponentially increase. They would observe it, if they weren't in the hospital themselves.

Nasty cacophonies of panicked orders from nurses and doctors alike mixed with the symphony of coughs and hacking from the attendees. Everypony wore hospital masks, which made everything eerier as faceless ponies milled about, either deathly ill or equally concerned. There were not enough rooms for everypony and those who weren't given rooms had to stay in the lobby, this was no longer a peaceful hospital who would bandage every rowdy filly and colt, this was a field hospital at the brink of absolute chaos.

Doctor Stable nearly pushed over a nurse trying to get to Exam Room 1. Muttering an apology, he made it out of the lobby but not out of the chaos as dozens more of the ill filled the hallway. He tried to appeal to everypony that begged for water or painkillers, the trained keen medical mind that he possessed was scrambling for answers. The symptoms presented by these ponies were all the same, meaning this wasn't a random occurring incident, also meaning that it was possibly an infection. It was also highly localized, there were no reports of anywhere outside of Ponyville of similar symptoms.

Coughing, fatigue, dehydration, fever, inflammation of the throat and lungs, darkening of the coat; to list a few of the symptoms. Each of those symptoms is easily treatable by themselves, but nopony thus far have been responding to treatment. Broad-spectrum antibiotics have been moot, and even if it could work, the hospital had a limited supply, certainly not enough to provide for the growing number of sick ponies.

Worry and fear gnawed at the back of Doctor Stable's mind. Would Twilight, the esteemed student of Princess Celestia and all-around know-it-all, be able to find a solution? He stepped through the door to Exam Room 1 and found the pony in question, sitting as she considered a pamphlet on adolescence pony hygiene (something she pushed heavily for the hospital to provide) with Spike half-asleep beside her and a strange stallion on the bed; unconscious.

They all donned medical masks, which looked silly on the usual goofy-looking dragon. Twilight put her pamphlet down and smiled under her mask.

"Oh, Doctor Stable, we have a… problem," she said awkwardly, looking toward the unconscious stallion.

It took all of Doctor Stable's willpower not to roll his eyes.

"If you hadn't noticed, Twilight, a problem is all we have," he replied with obvious restraint. Quickly glancing over the stallion, he hadn't recognized him.

The stallion was handsome, he supposed, his near black mane and tail were naturally curled which gave him a sort of exotic impression. But from there it was just strange! His lime-green jacket and sky-blue shirt were tattered as if he picked a fight with a disgruntled lawnmower; even his coat was ruffled and unkempt. The only thing left immaculate, however, was his bright red bowtie and cutie mark, a curious hourglass that shone proudly.

"Now, if you don't mind, I've other patients." Stable turned to open the door, stopping from Twilight's exclamation.

"No, I mean, this pony is… peculiar," she sheepishly admitted, "He hasn't presented with any of the symptoms, yet, he just collapsed."

Doctor Stable exercised years of honed restraint to not sigh and walk away. "Where did you find him?"

"In the Everfree Forest—" to which the good Doctor raised a skeptical eyebrow, "—I'm serious! He sorta… dropped out of the sky."

Spike's snickering and Twilight's quiet resignation nearly turned the good Doctor into a misanthrope. "Perhaps it is the fall that has caused his current status?"

Not one to be outdone in the art of sarcasm, Twilight rolled her eyes, "No, not like that… well, it's complicated okay? But he won't wake up and I'm worried."

"What is his name?"

Twilight suddenly found her hooves interesting.

"Well?"

"He called himself the Doctor."

"Yes?"

Twilight and Stable did their best to imitate birds at flight when they jumped back, startled by the Doctor's sudden revitalization. Curiously glancing at Twilight with an innocent expression, the Doctor chuckled at their reactions. "Did someone call me?"

"I thought you were unconscious!" accused Twilight, as if the worst thing he could do was not be unconscious.

"Well, I was, but I thought, 'This is a bore, eh? I've done it all before. Regenerate, pass out, wake up with imminent danger at my doorstep, do something clever, befriend a giant dog.' Why not mix it up, don't you think?" the Doctor rambled excitingly through his medical mask. "Oh!"

The Doctor blinked at Twilight, and then slowly looked at Spike, then at Doctor Stable.

"Do you lot know that you're unicorns and a dragon!" he gleefully asked, "Unicorns! Brilliant! Love a unicorn, though my last encounter with one taught me a very important lesson: don't play leapfrog with unicorns. Lovely chap though, I'll tell you about him later if I- oh, OH!"

He laughed almost manically as he looked at his forelegs, "It wasn't a dream? I'm a horse! No, wait—", he pulled his mask down and licked his hoof, "—Pony, I'm a pony! That's new, I wonder if that would make a horsey Time Lord, or a-"

"What are you talking about?!" Twilight interrupted a potentially hazardous rant from the stallion, "Time Lord? Are you crazy or something?!"

"I'm gonna go with nuts," offered Spike, "You two would get along well."

"A talking dragon!" the Doctor squealed, "Did you know you could talk Mister Dragon?"

"It's Spike," the dragon corrected, "And of course I did-"

"Wait!" the Doctor suddenly leapt from his bed and pressed his hoof against Spike's mouth, "A hospital… which means…"

The Doctor's eyes widened as he pushed past Doctor Stable and out of the room. Everyone took chase and was quickly at his hooves as the Doctor ran through the hallways, approaching patients and quickly examining them. Examination may have been too strong of a word; however, as the Doctor merely looked at everypony's mane, hooves, and opened their mouths, he never took a pulse or even asked them questions.

"What are you doing?!" demanded Doctor Stable.

"You're a doctor, figure it out," the Doctor remarked surly. "Something is wrong with these ponies."

"Wow, wonder how you came to that conclusion," muttered Spike.

The Doctor tore off his medical mask and brandished his wand, but, like a foal, he dropped it from his hooves. Biting back a curse, the Doctor grabbed the device with his mouth and ran it over more ponies before glancing at its side.

"Don't take off your mask! It's highly contagious!" chided Twilight.

"No… it isn't, because you know what?" He clasped his device awkwardly with his hooves and gave them a brilliant smile, "This pony is thirsty."

"Of course he's thirsty, he is ill," countered Doctor Stable, "Now, then Doctor, if you don't mind, now we have to move you to quarantine as you have been exposed."

"Local water supply," the Doctor said to Twilight, ignoring Stable, "Where is it?"

"Oh, um, the town's reservoir. Why?- he-hey, let me go!"

The Doctor pulled Twilight toward the entrance, but Stable intercepted, blocking them. "You cannot go out, you'll run the risk of infecting others! You must stay here!"

"I don't do 'stay' very well, but I can roll over and speak if you'd like, perhaps later, I'm being brilliant at the moment so if you don't mind move!" His usual cheery demeanor melted as a resolute glare replaced it. Stable winced under the Doctor's glare; his eyes were so old… "Attend to your patients, doctor, do what you do best. But while you do that, I'll be outside engaging in otherwise reckless or potentially dangerous shenanigans to help you all. Doctor's orders."

With a grin and a pep in his step, the Doctor dragged Twilight outside leaving Stable and Spike behind, left to ponder about this strange pony.

Halfway across the street Twilight decided that physically struggling against this pony's unusual strength was pointless and teleported away from him, with an annoyed expression on her face.

Anypony who remotely knew of Twilight would recognize her current expression and stance as her "lecture mode", something so fearsome that she was able to subdue even the most fearsome of monsters… supposedly.

But the Doctor frowned impatiently at Twilight. "Well? Come along, er, purple unicorn miss."

"Oh, drop out of the sky, make me carry you all the way to the hospital and drag me out of it without having the courtesy of asking my name?" she snapped angrily

"Yes, that's usually how it works," he said.

Twilight rolled her eyes. "My name is Twilight Sparkle."

"Twilight Sparkle?" the Doctor mused with a small smile, "Interesting name, but you don't look like a Twilight Sparkle. You look like a Dawn or Majesty… or Debby."

"And you don't look like a doctor," she countered.

"Of course not, I'm a pony, keep up Dawn!"

The Doctor ran off relatively awkwardly. He stumbled and tripped over himself several times, it was all Twilight could do to not laugh at his clumsy walk… that is until he fell and kissed the ground lovingly.

"What's wrong with you?" she asked, trying not to laugh.

"Motor skills are off, hate when that happens," he grumbled.

"But you were walking just fine a while ago."

"I'm still in the middle of my regeneration, my body isn't working properly. One moment I'll be walking normally, another I'll spontaneously combust!" Twilight raised a skeptical eyebrow. "Don't worry, I'm sure it won't happen, there aren't any snakes around."

The Doctor rolled to his hooves and shook his head. After grumbling about not being ginger, he turned to Twilight again. "Right then, water source, where's it at?"

"The biggest one is the by the Twin Lakes," Twilight answered, "But if you're thinking it's caused by a bacteria, I've studied the water, there isn't anything wrong with it."

"Of course there isn't anything wrong with the water," the Doctor agreed quickly, "That's silly."

"Then what's the issue?"

Without answering, the Doctor ran his wand over Twilight, the small device whirring like dozens of cicadas buzzing at once.

"What is that thing anyways?" she asked.

"Sonic screwdriver," answered the Doctor flippantly, "Hm, oh that's how your horn works huh."

"Doctor. There isn't anything wrong with the water," she repeated wearily, "Why are you so interested in it?"

"Because the only way for this, whatever it is, to have gotten around so quickly it would need to be present in the water. There's no way that it can be airborne, that wouldn't make too much sense. Plus…"

Grimacing slightly, the Doctor pocketed his screwdriver and turned to Twilight with a wide smile.

"Don't worry, I'm sure we'll stumble over the answer eventually," he promised, taking notice of Twilight's worrying expression. "We should press on!" he grinned madly and left Twilight with more than enough trepidation to run back into the hospital and commit this pony into the psych ward. Her better sense of responsibility prevented her from doing so, and besides, she wanted to see what the Doctor had up his sleeves and if he could prove his brilliance.

She took him to the lakes as promised, but the walk was lengthy, at best, and dull at its worst. The Doctor became stranger and stranger the longer Twilight was acquainted with him. He was fascinated by everything around him, he went about smelling the flowers, licking the trees, and, more frequently than she would have liked, tripped over himself and face-planted. But his mood never deflated during this walk as he babbled on and on about the mundane peculiarities he observed.

"Earth-like gravity and similar atmospheric pressure! Brilliant! It's almost like a duplicate really, well, not really, this place is much cleaner with its ozone intact. I suppose ponies won't have much use over cars, that's a silly thought, ponies driving cars, well, not really, after all I managed to teach a llama how to drive. He-, actually, that didn't end well for anyone. Who knew that llamas can cause so much damage in DeLoreans!"

"Any_pony_," Twilight corrected, interrupting his long-winded rant.

"I- excuse me?" the Doctor frowned, properly perplexed by Twilight's insistent terminology.

"The proper word is anypony. Anyone isn't grammatically incorrect, but in context it makes more sense. It started with the unicorn nobles in the First Royal Court. They didn't like being referred on the same level as underclass ponies and developed the nobility vocabulary, where the nobles received 'advanced' terms of reference like Nobili Caballio, which then became somepony. But when the First Royal Court dissolved, those noble terms were tossed away but the insistence on words like anypony are used today because of traditional grammatical views so-"

"You talk a lot," remarked the Doctor with a certain arrogant flourish. Twilight flushed and opened her mouth to berate the hypocritical stallion, but he beat her to the punch. "I like that! Usually, I'm the one doing all of the talking, it's so nice to see peopl-, er, ponies who have something to say! Anypony huh, I'll have to remember that."

"You talk as if you aren't a pony, and you say things that don't make a lot of sense." The Doctor smiled rakishly, as if she were complimenting him. "And you called yourself a Time Lord… who are you?"

"I told you, I'm the Doctor."

"Doctor Who?"

"Oh, wouldn't you like to know?" he smiled as if the matter was dismissed and trekked on, leaving Twilight with less answers and more questions.

The Twin Lakes was a misnomer. There weren't two lakes, completely identical to each other; there was only one large lake with a little section blocked off by a miniature dam. The lake was pony-made and has been here since the founding of Ponyville. The dam created the reservoir which was then filtered into an underground station ran with magical apparatuses that treated the water. Work ponies would then take several tons of the treated water and bring it back to the town's Water Tower for local distribution.

Twilight naturally had tested the water as this was her first suspicion, but, as she mentioned to the Doctor, there was nothing wrong with it. It wasn't mutated and didn't carry any bacteria. But the Doctor was adamant at seeing the water himself.

They stood on the dam. The Doctor trotted up and down the bridge, scanning the structure then the water itself. He frowned when he turned back to Twilight.

"See, nothing wrong-"

"What is that over there?" he pointed behind Twilight to a dense forest. They were near the outskirts of Ponyville and relatively close to the Everfree Forest and, in fact, close to the crash-site of the Doctor's TARDIS.

"Forest," she bluntly answered, "We're close to the Everfree Forest, where you crashed."

"I think, I think, I may have forgotten something. That's the thing with regeneration, you never quite know what you're going to get and post-regeneration is always a nightmare, whew, thank goodness I didn't wake up in a military base! Jumping rope may be difficult this time around. Anyways, I missed something, something that was staring me right in the face, come along Nighttime!"

Breaking out in a full sprint, the Doctor made his way into the forest with Twilight directly behind him. "It's Twilight! And wait!" she called out, "What did you miss?"

"The Everfree Forest, it's much stranger than the vegetation in town, why is that?"

"It grows on its own, without the assistance of ponies. The clouds move on their own, animals take care of themselves, and the same goes for plant life," she answered, "It's unnatural!"

"Really?" he quipped with humor in his voice, "In my home universe, that sort of thing was a common occurrence."

Stopping right outside of the Everfree Forest, the Doctor randomly began scanning everything with his sonic screwdriver. He worked like a possessed pony, often muttering to himself and chuckling as if he made a really clever joke. An outside observer would note how well this eccentric Doctor would get along with the socially reclusive Ponyville librarian, to which she may respond with a swift kick to the head.

"The area has been disturbed recently," he muttered to himself, entering the forest with little trepidation. Twilight headed him off, this pony, as strange as he may be, hardly deserved to be mauled by whatever sinister creature laid in the forest.

"Wait, Doctor. Beyond here, there's gonna be loads of crazy monsters and weird plants!" Twilight said, recalling her encounter with the less than cordial Poison Joke plant.

"So, you're saying it'll be dangerous?" he asked innocently.

"Uh, yeah."

"Good!" he smiled madly, "What a good way to test run this new body. Nothing like a little danger to break her in, eh? I wonder what awaits me, horrible mutations or aliens!"

"But you could be killed!" she protested.

"Probably," he admitted, "But I could also not be killed, did you ever think of that Miss Smarty-Pants? And besides, that's little consequence to you. Go ahead, run along and leave all the danger to me, unless—" he turned around with his infuriating confident smirk and playful eyes, "—You'll help?"

Twilight considered her options. It was either tag along the crazy pony that claims he isn't a pony, or stand around the hospital being as useful as a bump on a log. The Doctor looked absolutely content jumping into dangerous situations, as if he enjoyed it, although he knows what he's talking about… and Twilight had more questions for him, she hated not knowing something.

"Sure, I'll come along," she finally answered.

"Fantastic!" he laughed, "Allons-y!"

He trotted into the Everfree as if he owned the place, with unflappable swagger and confidence brimming… until he tripped over his own hooves and face-planted.

"You okay?" she asked as the Doctor awkwardly got back on his hooves.

"Steering is still off… I'll get the hang of it eventually… hopefully. Anyways, Tally ho and what have you!"

Although Twilight lived in Ponyville for quite some time and became acquainted with the place to the best of her ability (which is considerable, mind you) it only took ten paces before she decided they were lost. The Doctor, however, disagreed and walked as if he knew where he was going, scanning the surrounding area and making off-hoof remarks.

"Lovely plant," he muttered, "Looks like a rabbit has been through here, or a rhino, can't tell…"

"Doctor, what exactly are you looking for?"

"Something out of place," he answered, still searching the area for some microscopic error, "Something that doesn't belong. Something…"

"Like that?" Twilight pointed at a pair of tall trees that were warped and bent entirely out of shape. The trees were bent outward and away from each other, so they formed a semi-circle, at the points where it was bent the bark was severely damaged and cracked; as if something tore right between the trees with tremendous force. "Something… crashed through there."

The Doctor leaped through the trees, following the trail as Twilight lagged behind. "Something big!" she continued.

"Well, you're half right," the Doctor muttered, stopping in the middle of a large ditch with an awful grimace on his face. He knelt and looked at a singular pod in the center of the ditch. Twilight flanked the Doctor, the two inquisitive ponies staring intently at the pod.

"What, that? It's empty," she remarked. The pod was open forming a perfect sphere within, but, as she noted, it was entirely empty. "But, it looks like it was opened from the inside."

The Doctor scanned the interior of the pod, glanced at his readings, and frowned. "Whatever was in here got out in a hurry," he confirmed.

"Is it some sort of space container?" Twilight asked, "Like, holding some form of alien monster inside it?" Entirely incredulous, she laughed at how ridiculous her suggestion was, but the Doctor's expression made her laughter end with a terrified squeak.

"It's a plant pod," he answered, "From space, yes. And what was in it is a nasty piece of work, let me tell you."

"You've seen these things before?"

"A few times," the Doctor admitted, "It's called a Krynoid, the weeds of the universe. It's best we find the plants as quickly as possible before it can do any serious damage."

He shivered at the thought of Krynoids being unleashed upon this tiny little village. Although he has only been here for a little while, in unexpected conditions, he wouldn't wish it upon anyone to suffer a fate by Krynoid.

"What I don't understand is, where is the other pod?" he stood and looked around the forest, as if searching for a neon sign that pointed out any hostile alien shrub hell-bent on wanton destruction. "They always travel in pairs."

"Wait, Doctor, are these… Krynoids responsible for what's happening in Ponyville?"

"Probably." He shrugged, completely reassuring the paranoid unicorn, "There's a chance the two are connected, though I can't see how. Krynoids, you see, latch on to living victims; humans. And transform them into grotesque monsters to carry on their purpose."

"Which is?"

"To overrun the entire planet." Twilight shivered, she wasn't exactly sure which was scary: the fact that the Doctor knew so much about these plants or how swiftly Ponyville has been infested by them.

"First things first," the Doctor started, leaping out of the ditch looking around the forest, "We need to find the second pod. If we're lucky, then the pod hasn't hatched yet, but I'm not exactly known for my luck. With these lukewarm, swamp-like conditions, the second pod thawed out by now."

Rustling in the forest drew Twilight's attention. The Doctor, as weirdly attentive as he was, was ignorant to the noise. Twilight stared deep into the forest to spot movement, but whatever was moving was either too fast or too far.

"Doctor…" she called.

"Krynoids don't work like this," he muttered, "They infect whatever living thing is around them and feed off their nutrients, eventually assimilating their genetic code and possessing them entirely."

"Doctor," she tried again, more urgently.

"And they definitely don't go off by themselves, but there isn't any trace of a second pod. Did it land elsewhere?" He ran a hoof through his mane, scratching his head in utter bewilderment. "Or maybe the second one didn't survive the crash—"

"DOCTOR!"

The stallion tilted his head in confusion and gave Twilight a perfectly innocent expression. "Um, yes?"

"You do realize we're in a _forest_ right?"

"Yes, and?"

"And that trees happen to be living things, right?"

"I don't see what this has to do with—" his eyes widened as he turned a full three-hundred sixty degrees as if just noticing how many trees were around them. "Oh! Oh! Stupid! Look at me, so old and so stupid! Ha! Regeneration, ho," he chuckled bitterly, "You don't know what you're going to get."

The sound of leaves in motion struck through the forest. They looked around, but none of the trees were dropping any leaves.

"Which tree could it be?" asked Twilight as she frantically looked over the dense forest. The Doctor cursed under his breath and aimed his screwdriver over the forest, scanning it, but after a glance at the readings he swore once more and huddled closer to Twilight.

"Not sure, the entire forest is giving off weird readings, it can't distinguish between normal trees and the Krynoids."

"Doctor, what do we do then?"

More rustling. The sound of leaves dropping violently increased until it sounded like a hurricane was passing through the forest.

"You do not belong here." Twilight covered her ears as this new voice suddenly spoke inside her mind. The Doctor winced as the voice spoke to him as well but continued to scan despite it.

"That voice, it was in my head!" Twilight cried.

"Low level telepathy," answered the Doctor, "It's transmitting its thoughts into your mind as a way of communication. But that isn't how it works! The Krynoid takes a human host and speaks through them, not through telepathy!"

"Whatever the case is, the Krynoid is disappointing you in a lot of ways Doctor. What do we do?!"

"You do not belong here," repeated the voice that echoed in their minds like wind coursing through so many trees.

"That's me! Trespassing and dropping in uninvited, Napoleon certainly didn't appreciate it, but he always was a little short with me," the Doctor snickered as if he were sharing a private joke, "But enough about me, what have you done to this town? It's a nice place really, the unicorns are a bit rude—"

"Hey!" protested Twilight.

"—but otherwise a lovely village!"

Tree branches creaked and moaned as if under a great weight. Shadows skirted within the forest and dashed from tree to tree like an enthusiastic filly playing a game. They knew, however, that whatever was in there was certainly unfriendly.

"We fell. Fell from our world and into the Abstract Plane, until we fell here. To a world so warm, so hot and brimming with life," the voice answered chillingly.

"Listen, I'm the Doctor, I can help. You don't need to overrun this world. I can take you to another planet, one that's uninhabited and you can live there in peace, you don't have to hurt anyone."

A rhythmical noise shook through the forest, the howling of wind in tandem with the falling of leaves and breaking of bark. Twilight realized with a chill that it was laughter.

"Ignorant beast," it chided, "You have the gall to command the Krynoid?"

The Doctor shrugged and smirked toward the talking trees. "It's for your own good. Consider this your first and only warning, leave this planet and I'll forgive what you've done to this town."

Silence. Twilight shuffled closer to the Doctor as a subconscious response for a need of safety. All that answered him were the calls of the local wildlife. Something felt wrong, however. Twilight tensed and felt something moving inside the forest, it may have been nerves or fear but every muscle in her body was screaming at her to run.

As quick as thought, Twilight shoved the Doctor down just as the massive tree branch swung at him. She was successful in keeping the Doctor out of danger but failed to dodge the incoming assault and flew ten meters from the impact.

A monstrous beast broke through the forest; it looked like the thing of nightmares. It stood, bipedal, a meter or two tall. Covered in millions of leaves and wore bark over its body like armor. Its "feet" were gnarled with hundreds of roots sprawling from the base and its face was just as grotesque; fixed in a permanent scowl, its eyes were hollow sunken holes in its tree-like face and within it were not pupils but glowed green. The Doctor thought of a jack-o'-lantern when he looked at the Krynoid's grimacing expression, but thought better of it when he turned toward Twilight who groaned and cursed to his far left.

"You will die in your arrogance!" the Krynoid roared as it lunged at him. Swift on his hooves, completely betraying his previously awkward gait, the Doctor dodged the feral haymaker, rolled and expertly recovered.

"Maybe later! I've only regenerated ten minutes ago and I rather not do it again, especially not from some glorified overgrown weed!" The Krynoid lunged once more but the Doctor leapt, avoiding the strike, and turned mid-air to perform an extremely unorthodox move. With his right hindleg, he spun his body perfectly and swung his hindleg at the Krynoid's face stunning the beast and causing him to recoil.

"Whew, glad I picked up a few things during my time with the monks," the Doctor muttered before breaking out into a sprint toward Twilight.

He found her trying to dig herself out of debris and helped her to her hooves. "Twilight, are you okay?"

"No, Smarty Pants, the biology homework is due tomorrow," Twilight slurred with a dazed expression.

"Good enough, come along Twilight, here comes my favorite part." The Krynoid roared angrily and rampaged toward the ponies. "Run!"

Twilight dazedly got up but the Krynoid was advancing too fast. Aiming his screwdriver at it, the device whirled to life and buzzed incessantly, at first there was no real affect until the Krynoid came within five meters where it staggered backwards and roared in pain. Glancing at his readings, the Doctor laughed triumphantly before pushing Twilight away from the stunned beast.

"We need to head back into town!" the Doctor said, jumping over fallen logs.

"You want to lead the hideous monster into town?" Twilight screeched, weaving past a warped tree.

"The second Krynoid isn't nearby. He must be in town then!"

"And how do you figure that?"

"Deductive reasoning."

"So, you're guessing?!"

"Oh, shut up!"

Trees exploded behind them as the Krynoid took chase, pushing aside everything as if it were a minor annoyance. Sudden the trees began to fall from the sky and land in front of the racing ponies. Yelping, the two maneuvered past by falling debris while maintaining their speed, Twilight thanked Celestia she read How to Run: A Beginner's Guide.

~==~  
_Ponyville General Hospital_

_9:00am, Same Day_

Doctor Stable attended to his patients as quickly as he could. It seemed that within minutes of the Doctor's and Twilight's departure everypony got worse at the same time. Vitals were dropping like bags of bricks and all of the attendees raced to help.

The best they could muster, however, was maintaining their vitals by a hair's breadth. There weren't enough rooms to help everypony and dozens were being kept in NICU and pediatrics to make up for the lack of space.

Stable made his way to the main lobby when Nurse Nightingale, a spry blue unicorn, stopped him.

"Doctor," she called but did little to impede the Doctor's impressive gait.

"Walk and talk," the Doctor absentmindedly responded.

"Doctor, the patients—"

"Yes, I am well aware of their declining condition," he impatiently interjected. "Some good news would be nice for once."

"Well, Doctor, the patients, they're… well—"

"Out with it Nightingale! I hardly have time to waste in case you hadn't noticed."

"They're green."

The good Doctor turned around with an incredulous expression which morphed into an exasperated look. Shaking his head, he found it unbelievable that a well-trained and seasoned nurse was so easily subjected to stress. "It's been a stressful day, Nightingale, and we all need a little rest, but—"

"No, Doctor, I'm serious. Look!" She pointed at the patients all around them that laid on the floor coughing and groaning as they had been all day. Stable followed her hoof and took a good look at them, and for the first time in his twenty years of medical practice, he was rendered speechless.

Everypony was sickly green. Underneath their motley chromatic fur their circulatory system was literally glowing green, as if chlorophyll ran through their veins instead of blood.

"That's… impossible…" He extended his hoof to touch a young filly but her head snapped up, startling the nurse and Doctor, and she stared at them with empty eyes.

"Doctor…" the filly muttered. "We must… kill the Doctor."

Doctor Stable staggered back against the wall. "What is she—"

"Doctor…" everypony in the lobby droned in the same emotionless voice. "Crush the Doctor."

"S-Stable," stammered the frantic nurse, "Are they talking about… you?"

All at once, the patients looked at Stable and tilted their heads as if they were just recognizing his presence. "The Doctor…"

Like soldiers they all marched toward the Doctor and nurse as they cowered, too stunned to run or retaliate. They all raised a single foreleg at the Doctor, trying to grab him, and walked up to him… and continued right past him toward the exit.

None of the patients paid any mind to Stable and the nurse as they droned "Doctor, find the Doctor," like possessed cattle.

Which is good because Stable fainted and needed a Doctor to tend to his trauma.

_Ponyville Proper_  
_At the same moment_

The Doctor tripped and crashed right into Twilight Sparkle and both earth pony and unicorn went tumbling head over hooves before stopping suddenly with Twilight sprawled on top of him.

"Ugh, sorry, still getting used to hooves," the Doctor groaned completely oblivious to Twilight's profuse blush.

She helped the Doctor up and brushed herself off. "Doctor, what are we going to do?"

"I've got a few ideas, do you ponies have any ultrasound machines in the hospital?" he asked, taking another look at his screwdriver.

"Yes, of course we do."

"Good!" he grinned madly, "Then this should be easy, which is a shame because I expected more of a challenge, but what're you going to do right? I mean, the Krynoid are a thick lot, they're plants after all!"

Twilight took a look behind the Doctor and her eyes widened to dinner plates, "Uh, Doctor…"

"What I still don't understand is what they've done to this town," he muttered, running a hoof through his mane, obviously confused.

"Doctor…"

"Sure, get a bunch of ponies sick and then what? Rule the world with one town incapacitated? A little extreme, I mean, no offense, but I haven't seen much of a defense network here so why go through the trouble of giving everyone the sniffles?"

"Doc—" Pushing his hoof on Twilight's mouth, the Doctor gasped with a wide grin on his face.

"That's it!" he cried absolutely giddy, "They established a psychic field when they contaminated the water, and anyone that drank the water immediately became infected! Oh, that's brilliant! We've got to go to the hospital and detox them before the psychic link is activated!"

"It's a little too late for that!" Twilight chided, pushing the Doctor's hoof away and turning him around to point him at the crowd of ponies slowing marching toward them.

"Oh… why didn't you say anything Glitter?!"

Twilight rolled her eyes and refused to grace the Time Lord with a response. Brandishing his sonic screwdriver, the Doctor ran up to the crowd and scanned one of them.

"Doctor, what's wrong with them?" Twilight asked, dodging a very slow-moving hoof.

"It's the water, the Krynoid rooted themselves in the forest and got into your water system. Infecting the water supply with their spores that managed to establish a psychic link to everyone that drank it."

"Wait, then why aren't I infected? And Doctor Stable?"

The Doctor grinned before scanning Twilight's horn and showing her the readings. To her it was just a jumbled mess that made as much sense as the Doctor, but he looked as if it was the simplest thing in the world. "Unicorn horns. They have several psychic inhibitors that block powerful psychic forces, clever design really. I think the redundancies are to prevent any major feedback from your magic, but if you take a look at this—"

"Doctor! We have more important things to attend to!" Twilight pushed his screwdriver away and gestured toward the crowd.

"Right, right, sorry! In any case, these ponies are fine, they've just been possessed but here's the weird thing about it. The psychic link the Krynoids established is very weak, so, it hasn't done any real damage to their minds."

"Why not just break the link then?" Twilight's horn glowed briefly before the Doctor jumped and bowed her head.

"No! Even if the link was weak, if you tried to break it you could cause catastrophic damage to their higher brain functions, leaving them as vegetables!"

"Oh… that would be bad," she squeaked.

"The only ones that can break the link would be the Krynoid. So, let's have a little talk with them!" The Doctor turned around, toward the forest, but was grabbed from behind from a pony. "Oh, right, forgot about them."

More ponies began to mob around the Doctor as he struggled within the sea of ponies. Twilight charged up her horn but hesitated. She couldn't go around blasting these innocent ponies, it wouldn't do anypony good to hurt them.

"Doctor! Hold on!" She began to push through the crowd, wading her way toward the Doctor. But before she could reach him, a ring of rope wrapped around her waist and pulled her out of the crowd.

Before she could even react, she was hogged-tied and left on her back with such expert skill that she knew there was only one pony that could do that. Looking up, she saw Applejack looming before her, like the other ponies, she glowed green and had a lifeless expression.

She choked back a sob. "Applejack!"

"Get th' Doctah," Applejack droned as she turned right around to apprehend the Time Pony.

"Oh, no you don't!" Twilight's horn glowed and the rope unraveled instantly and snaked toward Applejack. For better or worse, Applejack's reflexes were incredibly sharp and she instinctively dodged the rope. Turning around, the workpony faced Twilight with a sneer.

"AJ, I know you can hear me—"

"Her higher brain functions are being blocked by the psychic link! Although it is like Schrödinger's cat, most likely she isn't able to perceive your voice!" The Doctor corrected in the middle of the mob.

Twilight rolled her eyes, "All right, fine. Sorry about this AJ."

A blast of magic shot out of her horn and zapped the earth pony who stiffened and fell over. Then with a crackle of light, Twilight disappeared and teleported beside the Doctor, wrapped her leg around his neck, and teleported away.

They reappeared in front of Sugarcube Corner and Twilight slumped over, tired from her overuse of spells.

"What was that? Transmat?!" cried the Doctor, a little disorientated from the spell.

"Teleport spell," she answered, "Can't your screwdriver do that?"

"Oi!" he chided, pointing the screwdriver at her, "Don't knock the sonic!"

Twilight chuckled, content with having this brief moment to catch their breath. "Doctor, the hospital is crawling with these infected ponies. We'll have no way to get inside safely, and even if we did—"

A primal, guttural roar interrupted Twilight as the two ponies looked toward the source and saw the Krynoid from earlier standing amongst the crowd of ponies.

"The Krynoid will have spotted us," the Doctor finished grimly.

"Doctor, what're we going to do?"

"Okay, okay," he paced in a circle momentarily, smacking his forehead in frustration, "Let's consider our assets. Sonic screwdriver, a powerful, yet rambunctious, unicorn, considerable wealth of knowledge—"

"Oh, why, thank you."

"I was talking about me."

"Oh… thanks."

"And let's consider our opponents. Giant plant monsters that have moderate psychic abilities and have control of a hundred or so ponies and we have—" He consulted his watch and grimaced, "—about ten minutes before the change is permanent."

"Wait, what? What change Doctor?"

"I forgot to mention? Right, well, considering how much control the Krynoid has over the ponies within ten minutes the damage to their minds becomes irreversible and they'll remain pawns forever." He tried for a brave smile but Twilight looked at him with an absolutely shocked expression.

"How could you have forgotten to mention that?!"

"Busy day! I've only just recently turned into a pony, I can't be bothered to keep track of all the details! Wait, wait." Placing a hoof on Twilight's mouth, the Doctor muttered madly to himself while grinning foalishly. "We have the most valuable asset with us, Twilight. And that's my sonic screwdriver!"

She pushed his hoof away and silently complained about how badly it tasted. "What's that going to do?"

"Oh, plenty! Is there a high vantage point we can get to?"

Twilight nodded and pointed toward the Golden Oaks, "My house. You can gain access to the top from the second floor."

"You live in a tree?" he asked incredulously.

"You live in a box," she countered.

"Touché." He smiled broadly which was made all the more insufferable by his care-free attitude, but it was contagious and Twilight found herself grinning idiotically as well.

"Now, then, tally-ho!" The Doctor ran out and took only three steps before realizing that the pony mob and the Krynoid were racing toward them. "Ooh, right, forgot about them."

The two race for all they were worth to the library. The Krynoid's control over the ponies had notably improved, as they were not the slow-moving cattle they were before and were instead running at full speed. Twilight figured that it was only because they had such a great head start that they were able to make it to the library without being overrun.

Magically opening her door, the Doctor ran inside with Twilight right behind him. As the door shut, Twilight's horn glowed fiercely and a giant magical barrier surrounded the entire library, stopping the mob dead-cold.

"Magical forcefield," the Doctor chuckled, "I love unicorns!"

"The barrier won't stay up forever," reminded Twilight, "Now then, what's your plan?"

"Two phase plan. Part 1: evade the zombie ponies and Krynoid and get to safety."

"Good, what's part 2?"

"Work in progress."

"Doctor!"

"Do you have any technology more advanced than bookmarks here?"

"Yes, in the basement, why?"

"Show me."

"Hey, Twilight—"

"AGH!" screamed Twilight and the Doctor as they brandished a magical horn and a screwdriver at the sleepy dragon that approached them.

Spike clutched his heart, as if fearing it was ready to jump out of his chest, and the two ponies relaxed. "Why are you screaming?!"

"Don't sneak up on us like that!" chided Twilight before running past him and toward the basement.

"Oh, sorry, uh, wait, what are you guys doing anyways?" Spike scratched his head as Twilight worked furiously.

"Running from giant space plants and zombie ponies while trying to save this planet from certain destruction!" The Doctor answered as he ran down in the basement before emerging back with a ton of equipment on his back, "All with a spunky unicorn, a sonic screwdriver, and a whole lot of genius!"

Spike raised a skeptical eyebrow and tried to ask Twilight for more information but the unicorn was far too busy as she and the eccentric Doctor piled on equipment. Instead, he figured a snack was in order and went to the kitchen.

The Doctor worked furiously, tinkering with all sorts of machinery, tearing it apart and combining it to form some strange contraption that was essentially a really big metal box with an abundance of loose wires poking out of it and a small dish protruding from the top of it.

He ran his sonic screwdriver over the box and its many LED lights blinked on. "Haha! Excellent!" he laughed.

"What.. is it?"

"Harmonic Frequency Circuit, designed to amplify the volume and frequency of my sonic screwdriver! Basically, it is very loud box." The Doctor placed the box on his back and ran upstairs to Twilight's room.

He opened the window and without missing a beat began to climb out. "Wait!" Twilight protested, "What're you doing?"

"The box will be able to amplify my screwdriver, but I'll need to be at an elevated point. Don't want to run the risk of the Krynoid catching me and I need to make sure the sound carries throughout the entire town!" He answered while scaling the tree. "Oh, and you might want to cover your ears when I give the signal."

"What's the signal?"

He chuckled and turned to look at Twilight before flashing an oh-I'm-being-clever smile. "You won't miss it!"

Halfway up the tree, the Doctor quickly consulted his watch: three minutes left. Time flies. Chuckling to himself, the Doctor wondered where that expression came from, after all, being a time traveler that has seen the beginning and end of the universe gives him some rights over the domain of time.

Two minutes were left by the time he reached the top and looked down at the mob below. The ponies attacked the barrier with all they had while the Krynoid roared and joined their attacks. The Doctor could see the barrier failing as it flashed in and out of existence with each hit, any time soon they'll overrun the entire library.

"Oi!" he called in his loudest voice. As expected, everyone stopped and stared at him. "You lot! What're you doing? Smashing magical barriers and disrupting the peace! Not very neighborly if you ask me."

"Doctor!" the Krynoid hissed telepathically, "Come down here and get destroyed like a pony!"

"Lovely offer, but here's a better one. Let these ponies go, surrender and this won't get messy," his cold eyes quickly replaced the care-free, silly expression he formerly wore. But the Krynoid was unimpressed as it laughed darkly.

"You and this pathetic planet will fall," it countered.

"This planet is under my protection."

"And how do you intend to protect it? With a sonic probe?"

"You really shouldn't underestimate my sonic screwdriver," he grinned, brandishing the device and pointing it at his box, "Because if there is one thing it's good at, it's making noise."

The sonic screwdriver came to life and its iconic whirring sound echoed throughout the entire town. The Krynoid howled in agony and in mere seconds began to fall apart from the stress; being reduced to debris. Fortunately, the Krynoid was defeated quickly because the feedback from the box was too intense and the sonic screwdriver sparked and exploded in the Doctor's hoof and he dropped it.

The pony mob collapsed, but from up there the Doctor noticed that their green veins disappeared. Laughing to himself, the Doctor celebrated briefly. "Defeating overgrown weeds with a sonic screwdriver, ha! Fantastic!"

Climbing back into the tree, the Doctor was tackled by Twilight who embraced him. "You did it!"

"Had I? Ah, hadn't noticed, good of you to tell me," he joked, laughing giddily. "Come along, we should make sure everyone is okay."

"Everypony," Twilight corrected with a smile.

"Don't tell me you're going to get hung up on that?"

"As long as you keep messing up, yes."

The Doctor swore never to make such a blunder again and ran outside. They checked the ponies and to their relief, they were perfectly fine. Their symptoms had disappeared and they were uninjured. "Normal brain function, no sign of the psychic field, they'll be right as a trivet in no time!"

"Good," Twilight said while attending to Applejack, "Will they remember any of it?"

The Time Pony shrugged but gave a reassuring smile, "Nah, when the psychic link was established the ponies were put in a hypnotic state. Like sleepwalking. They'll wake up and think it all a dream."

Twilight nodded, she wouldn't want Applejack to recall any of what happened. The earth mare would feel absolutely terrible about being subjected to intense mind-control and forced to hog-tie one of her best friends.

"We should get them home and—oh! Look at you," he groaned as he picked up his charred sonic screwdriver, "I liked this one! Blimey, running through sonics like they're out of style."

"Doctor, what I don't understand is where is the other Krynoid? You said they traveled in pairs, right?"

"I'm not sure. And with my sonic out of commission, it'll take a while to find it if it intends to hide," he muttered, pocketing the destroyed screwdriver in his coat, "First thing's first, these ponies."

"AHHHH!" The Doctor and Twilight hopped to their hooves and looked toward the tree as the blood-curdling cry from the residential dragon tore through the library.

Before they could make for the library, the ground rumbled and shook, causing the ponies to stay absolutely still. The Doctor pulled Twilight back as she fought against him and tried to answer Spike.

"Your house…" he said in a deadly calm voice, "Is a tree…"

The many branches of the Golden Oaks Library shook unnaturally, the entire tree slowly began to turn and wiggle at the base, as if it were trying to uproot itself. The branches suddenly pierced the ground and pushed against it, and the entire library began to glow a poisonous green.

"Doctor… the second Krynoid… it's…"

The Doctor said nothing as the tree became animated, its windows now glowing bright green and looking at the ponies like a giant regarding an ant. The door shut just in time for Spike to press up against it, silently screaming and pounding away at it.

"Die Doctor!" the Krynoid screeched, swinging a large branch at him. The Doctor pushed Twilight away and took the entire brunt of the force, flying into a nearby building and crashing through the window.

"Doctor!" Twilight screamed. She heard no response from the stallion and turned toward her former house and glared so intensely she swore that her eyes were glowing like the Krynoid's.

"You think you can come to this planet, infect an entire town with some weird spores, put everypony in danger, possess my house and attack us like that and stand there as if you did nothing wrong?" Twilight asked with venom in her voice. "You seemed to have forgotten one thing, though," she smiled coyly while charging up her horn, "The magical lightning rod."

Before the Krynoid could retaliate, Twilight shot a burst of magic at it which was instantly directed to the lightning rod and magically electrocuted the entire library, covering it with a purple aura. She heard the Krynoid wail through its telepathy and with a start prayed that the inside was magically insulated; she'd hate to fry her number one assistant.

Her magic decimated the Krynoid which, unfortunately, resulted in her home taking heavy damage from it. The Krynoid's green aura disappeared and Twilight felt its telepathic presence fade, the tree stiffened and returned to its stationary, and less hostile, position. The tree bark was smoking and charred black from the magic, thankfully nothing caught on fire, but she couldn't care less about the condition of her home as long as Spike was okay.

Twilight ran inside and found the little dragon in the lobby facedown. A chill went up her spine and dread filled her heart. Turning over Spike, Twilight was at the verge of tears until she heard snoring! Taking another look, she saw that Spike was asleep.

"He could sleep through anything…" she muttered with a smile. Then she remembered the Doctor, "Oh, no."

She ran through the building he was thrown into with the Doctor laying in the middle of the living room. Unlike Spike, the Doctor looked to be in a terrible state. His clothes was nearly torn off, scratches and bruises covered his body and face and his usual charismatic and handsome expression was replaced with one contorted in pain.

"Did I just get hit by your house?" he asked with some humor in his voice.

"Sorry about that," she chuckled sheepishly, "But don't worry, I took care of the second Krynoid. I think."

"Good, good. I knew I chose well."

"Excuse me?"

The Doctor gave her a brilliant grin, "My companion, of course! I knew I was right in choosing you."

"Companion?" she repeated, "Isn't that a bit old fashioned?"

"I'm an old fashioned pony," he admitted.

Twilight couldn't argue with that. Despite how young the Doctor looked and acted, there was something about his eyes. They were so old in comparison to the rest of him, like an ancient pony inside a youthful body, Twilight only saw that look in one other pony.

The Doctor tried to sit up but Twilight stopped him, "Wait, don't you're hurt."

"This? Nah, I had a nastier fall at the end of my tenth life, this is nothing!" To demonstrate his point, he stood up fully and smiled at her.

"Still… we should go to the hospital, to make sure you're oka—" The Doctor's body glowed gold as… dust began to envelope him. It only lasted for a brief moment and when it ended all of the Doctor's wounds healed! "H-how did you?"

"Residual regeneration energy," he answered, "I'm still within the first sixteen hours of my regeneration, so, there's a lot left over."

"Okay… Anything else I should know about you? Do you have an extra head or something?"

"Nope! Extra heart, but otherwise, I'm a perfectly normal pony."

"Right, well, come on Doctor. We've got quite a bit of cleaning up to do." A buzzing sound rang from within the Doctor's coat. Pulling out his mutilated screwdriver, Twilight noticed that the little green bulb was pulsing weakly.

"Ah! The TARDIS! It's returning!" The Doctor cried happily as he sprinted out of the shop aiming his screwdriver at the sky. "Come on, I'm right here Old Girl, lock on!"

Twilight didn't have a chance to ask what he was muttering about because a familiar noise came into existence. It was somewhere between a screeching noise and a lyrical "whooshing" of the air. The Doctor pushed Twilight behind her as a blue box started to materialize in front of them.

The TARDIS stood proudly (and if Twilight didn't know any better arrogantly) before them, as if she needed to make as grand an entrance as the Doctor had.

"What have you got for me this time?" he asked under his breath. He ran up to the door, opened it quickly, and pushed his way inside. And just as quickly as it appeared, it disappeared.

"Doctor?!" Twilight yelled at the vanishing box, "Doctor, what're you doing?!"

But it was no use. The TARDIS and the Doctor was gone.

~==~  
_Golden Oaks Library_

_Midnight, 26th of Summer, 1001 C.R._

Twilight put away the final book and smiled proudly. She had finally managed to clean everything up! It took ages to clean up the mess the Krynoids made and get everypony affected home before they could wake up. When they finally did wake up, they had no recollection of anything that happened. Her friends that left the town came back and Twilight had no problems convincing them that the mysterious illness was suddenly cured all at once.

They didn't question her, after all, there was no evidence supporting the contrary. Twilight scanned the water over and over again and found zero abnormalities in it. She wasn't sure if the water was uninfected but after conducting a few experiments she concluded that it was drinkable.

Surprisingly enough, even Spike, who was awake for the whole thing, was convinced that what happened with the library was just a dream. And, strangely enough, when she approached the other unicorns that were unaffected by the Krynoid's psychic powers, she found that none of them had any recollection either.

She didn't argue but found the entire thing bizarre. But what distracted her presently was the Doctor.

The strange pony that fell out of the sky, ran around doing amazing things before disappearing again! Without so much as a goodbye! Twilight couldn't help but feel miffed at him and would give him a lashing when he comes back.

Absent-mindedly dusting her shelves, Twilight frowned. What if he didn't return? It all felt like a dream, to be honest. She couldn't believe what the town was put through and felt she would have more difficulty explaining it to Princess Celestia.

Twilight slammed her duster on the table. "The least he could've done was say goodbye! That stupid, irresponsible, foalish stallion! Ugh! If he were here now, I would say—"

"What?" A familiar cheerful voice flourished with that strange accent asked behind her. When she turned around, the Doctor stood there, in front of his TARDIS that somehow materialized silently, with his brilliant arrogant smile, "What would you tell me?"

Twilight trotted up to the stallion and punched his shoulder. He yelped in pain but Twilight wasn't in a sympathetic mood. "You know how much trouble I went cleaning everything up?! Where were you?!"

"Sorry about that," he said calmly, but his smile betrayed his apology, "Took the TARDIS on a test run. I was aiming for the moon, but I ended up somewhere in pony Europe. And I went to change!"

He extended his forelegs and showed off his new outfit. He wore a gray tweed jacket, which matched his coat, with a white shirt underneath and an extravagant blue bow-tie. His mane was curly and moderately lengthy, it was so dark it looked black, and it hung over his forehead in a small fringe. His tail was just as curly and wild as his mane and right before it was his Golden Hourglass cutie mark. In his breast pocket sat a brand new sonic screwdriver, one much thicker and bigger than his previous one but the bulb and overall design hadn't changed. A band with a watch was around his right hoof.

"Much better than the raggedy, eh?" he asked with arrogance and pride.

"Maybe, except the bowtie," Twilight remarked.

"Says the purple pony with a horn sticking out of her forehead," he countered, "Besides. Bow ties are still cool."

"You must be alien to think that."

"I suppose in your universe, I am the alien in this situation. But I'll get to that later. No one was hurt, right?"

Twilight shook her head, "Nopony remembers any of it. But the ponies that were uninfected didn't remember either."

"Oh, that was me. A bit of memory scrambling to make sure that the unicorns wouldn't be asking too many questions, it's always difficult to explain to them that a transdimensional plant alien tried to rule the world."

"What about the water? Is it safe?"

He nodded as he brandished his screwdriver and glanced at the readings. "I managed to get rid of the spores, vibrated the molecules until they collided and destroyed each other. I even managed to track down the Krynoid pods, I still don't understand how they got here. They must've followed me through the Abstract Plane."

"Will there be more of them coming?" she asked.

For a moment, Twilight saw a twinge of worry and fear in the Doctor's face, but it disappeared when he put on his best smile. "Probably not, but that won't matter as long as I'm around."

"Wow, a bit arrogant aren't you?"

"I'm the Doctor,_ Invented_ arrogance," he proclaimed with that wild look in his eyes.

"So, um, what exactly are you doing here?" she asked carefully. The Doctor raised an eyebrow and Twilight raced to correct herself, "Not that I don't want you here. But—ah, no, I mean—" she shook her head and took a deep breath, "—that… TARDIS. It can travel anywhere, right? So, why stop here? You could see the world."

"That's exactly what I was thinking," he smiled madly, "Wanna come with me?"

"Me? Why?"

"Who cares about the why, Twilight? When you've got the when and where to worry about?" The Doctor answered, opening the door to the TARDIS and beckoning Twilight to follow. She hesitated however, she couldn't just go off gallivanting throughout the universe with a pony she barely knows, what about her studies?

"I… can't. I've got an entire life here in Ponyville and my studies and my friends! I can't leave them." To her surprise the Doctor frowned and looked disappointed but didn't argue.

"Okay, I understand," he said, opening the TARDIS door and stepping inside. The door shut and it began to disappear as that beautiful noise filled the library.

Suddenly, it stopped, the door opened and the Doctor poked his head out with his "yes-I-am-definitely-brilliant" smile. "Oh, I always forget to mention this bit. The TARDIS is a time machine too."

Twilight Sparkle, the prestigious pupil to Princess Celestia and local librarian, broke out in a huge smile and entered the impossible box with the impossible stallion and for the umpteen time today was rendered speechless.

"Wha—that's… impossible—" she muttered looking around the room before her that was probably twice the size of her library!

"Anything to say? Any… passing remarks?" he asked with his insufferable smile.

"Is that a couch?" she asked, pointing at the large blue couch by the console.

The Doctor's face dropped slightly, "Well, that's new." Shaking his head, he gleefully hopped up the stairs and looked down at Twilight from there. "Here she is! My TARDIS, Time and Relative Dimension in Space. She can go anywhere in all of time and space, the whole universe at my beck and call," he paused to look at Twilight, his eyes were mad with glee, "And she's all mine."

The TARDIS was definitely beautiful, Twilight decided. The room was massive, the walls were a beautiful gold with large panels depressed within it and large strange symbols etched into them. The staircase in front of her led to the main console and on that obsidian black platform were four more staircases that spiraled in all sorts of directions. Surrounding the platform were large branch-like structures that were snow white and as wild and crazy as the trees of the Everfree Forest.

The console itself was a wide array of buttons and switches that all glowed and beeped cheerfully creating an almost disorientating cacophony of sight and sounds, but the Doctor danced around it as if it were music and art. Everything was adjusted for ponies, the levers and pedals were large enough for the Doctor's hooves and a large bulky box interface with dozens of keys were resized to fit him. And in the middle of it all, towering above everything, was a column with a blue bulb inside of it. It danced up and down as the Doctor worked the console.

"New universe," he said with unbridled enthusiasm, "With no way to navigate properly, let's see where she takes us!"

Twilight joined the Doctor at the console and she was overcome with fillylike glee that she hadn't felt since the day the Princess asked her to be her student. The Doctor pulled a lever, and the TARDIS shook as its song echoed everywhere. Twilight took a holding at the console as it shook, "Talley-ho! Hah!"


	2. Space-Time Trouble

_The Solar Court, Canterlot_

_7:01am, 27__th__ of Summer, 1002 C.R._

Sunrise was an hour ago, but it didn't excuse Sunny Side being late. As the Lead General Manager for Princess Celestia, his duties were simple and concise that even the youngest and most naïve foal could follow. He was to arrange for the Princess's breakfast, usher in the Head Assistant to provide her with a list of today's duties and expectations, get the maids and servants to begin cleanup, convene the Noble Court, and gather the data from the Logistics Department for further interpretation and extrapolation.

Perhaps they weren't as simple as one would assume, but they were something Sunny Side completed with dignity each and every day. However, he was late this time. Forty-two minutes and thirty seconds late. It was that mess in Ponyville that caused a backlog in Logistics. Apparently a deathly illness had fell upon the entire town and it was not reported to the Province Office, before the Royal Guard could be deployed, however, they received word that everything had gotten better!

Sunny Side grimaced. It must have been some form of a prank; he could hazard a guess on who would be behind such an elaborate ploy. Suddenly, Ponyville is under literal quarantine, and then all of a sudden everything is better without outside intervention? Much too convenient and absurdly contrived to be taken seriously and with everything going on in Ponyville, things came to a grinding halt in Canterlot.

Sunny Side needed to make numerous calls to Manehattan, Fillydelphia, Trottingham, just to reassure everypony that everything was okay. When national emergencies occur and get cleared up fairly fast there is a lot of cleaning up that needs to be done. It isn't as simple as dismissing the issue, paperwork needs to be done for every occurrence that the Royal Guard are deployed! Even if it is just to the coffee place down the street!

And considering it was a potential threat to the State involving an unknown disease, the provinces under Canterlot were panicking out of fear that this disease would spread. Sunny Side worked his tail off to make sure everypony was calm and rational, he even needed to send a few gift baskets to quell their fears.

Right now, Sunny Side needed to head over to Princess Celestia's room and profusely apologize for his tardiness and offer his life as penance. Princess Luna would be heading to bed at this time which was a good thing because she was scary, scarier than her sister because at least she was subtly terrifying; the moon princess would much prefer to be straightforward about her disappointments and had no qualms about using the Royal Canterlot voice when voicing them.

Halfway up the Sol Tower, Sunny Side glanced out of the many windows that lit up the corridor. The entire city of Canterlot was in view here, he could see his house from here! It was beautiful and Princess Celestia, as always, produced an amazing sunrise.

Sunny Side lingered for a little bit and that's when he noticed something odd…

On the west side of the castle he saw something flying. It was much too big to be an animal or a pegasus and it was… blue.

Sunny Side practically pressed his face against the window, squinting to identify the UFO.

No, it couldn't be.

It was a blue box!

_TARDIS, in Transit_

_Same time_

Nothing was going right.

Even though the adjustment the Doctor made to the TARDIS was working perfectly on takeoff, everything was going horribly wrong when she entered the Time Vortex. The Time Lord ran around the console, pulling levers, pressing buttons and spinning regulators to maintain the TARDIS.

Sparks exploded in front of him and the TARDIS tilted causing the Doctor to fall off his hooves and rolled around the platform and down the stairs.

"Oh, come on!" he yelled, hanging on to the railing as the TARDIS became entirely inverted, "Microgravity on!"

The TARDIS whined and rumbled as it failed to follow the Doctor's request. The Time Lord was never one to give up, however, and he began to climb the railing to attempt to get back to the console.

"I don't understand, you have plenty of power and fuel!" he complained as he brandished his trusty sonic screwdriver and aimed it at the console, causing the device to whirr to life. He glanced at the readings and frowned, "That's odd, there's something pulling you here, but what—ah!"

It shifted once more and the Doctor slipped and fell toward the door. Quickly thinking, he grabbed onto the railing once more and violently stopped his descent. He felt his luck turn against him, however, as the TARDIS doors somehow opened in spite of the gravity against it.

Glancing down the open doors, he noticed he was now floating above what appeared to be a giant castle.

"No, no, this isn't good," he muttered, "Very _not_ good. Come on, close!" He aimed his sonic screwdriver at the console again to access the door controls, but the TARDIS exploded once more and he dropped the screwdriver in surprise.

"Going from not good to increasingly horrible," he remarked as he noticed the screwdriver fall through an open window.

"I wonder if this world has any airway defense networks. Hah, that would be very bad to be shot down, the shield integrity dropped along with the orbital regulator, so, I'll be entirely vulnerable… I should really stop talking to myself."

As if responding, the TARDIS whined once more before the Doctor's grip around the rail loosened. "Well, I _did_ want to drop by the ruling sovereign, but not _literally_. Haha! Talley-ho!"

Deliberately, the Doctor released his grip and dove head-first toward the castle.

_The Sol Tower, Canterlot_

_Same Time_

"No, no, that's the…" Sunny Side's face blanched as he realized where the pony fell into. No, it wouldn't matter anyways, there was nopony there! Princess Luna would be in bed and Princess Celestia would be in her room!

He shook his head and thought of the terrible implications if he were somehow wrong.

Sunny Side ran toward the Royal Bath.

_The Royal Bath, Canterlot_

_Ten seconds earlier_

Princess Luna took a deep breath of relief as she felt the warm water cascade down her back, relieving the tension in her wings and back. Last night was particularly stressful for the Night Overseer, first off, her Hoofservant Nighttime was inexcusably late in waking her up, so the moon was risen a good five minutes _late_, then her requested meal was served to her cold, _cold!_ Was that supposed to be some sort of joke?

The Royal Tongue would never be violated by a cold meal! It was inexcusable and quite frankly very stressful. Ponies don't recognize the difficulty in exerting oneself to produce the Royal Canterlot voice. It may seem all fun and games to them, but speaking in such high volumes could do wonders to one's voice, Luna would never be able to live down that time she went to karaoke with Celestia.

Thankfully, however, Sunny Side was quite diligent to wake up Celestia on time for the sunrise as scheduled, so Luna had plenty of time to relax before heading off to bed.

Princess Luna exhaled once more, closing her eyes and enjoying the soothing sensation of the hot water immersing her body. The Bath was far too big for the princesses, it looked like it was designed for six ponies in mind. And it was far too extravagant for Luna's taste.

The floors and walls were gold-plated with a multitude of stone dragon heads mounted on the walls, spewing out water that poured into a canal that lead into the main bath. Even more ridiculous was the alicorn statues scattered throughout the circumference of the bath, all posed elegantly and wielding bows and arrows, like the Cherubs of Old.

A simple bathtub would have done fine for Luna, although she would never voice her complaints to the crafters. Princess Luna learned that architects designed everything in such an extravagant and superfluous manner to appease their princesses and that anything simple and rudimentary would be "unworthy for Royalty!" as one pony put it when Luna questioned the size of her bed.

Luna and Celestia opted to keep everypony happy by feigning joy when the billionth artisan produced _another_ statue of the princesses' likeness for the Royal Garden.

So, she sat back and enjoyed the bath.

Her magical mane and tail were plain and dowdy as its usual translucent quality was lost and replaced with a purple thick color that didn't flow like unstill water. To the average pony, however, they would still be awe-struck by how naturally beautiful her mane was as it produced the quality of silk when running down her back.

In fact, the average pony may have been struck dead by Princess Luna's appearance even now in her most private moment.

Princess Luna's eyes opened suddenly when a strange noise echoed through the bath.

It was like air being pumped through a mechanical device except it had a lyrical cadence to it. It was beautiful and alluring to listen to, like a Siren's song.

_Plop_. Curiously, Luna leaned forward and looked at what had landed in the water. A large metallic tube with a bright green bulb surfaced.

"Wha—"

"Talley-ho!"

The water before her exploded, splashing the Moon Princess and temporarily submerging her under the water. When she resurfaced, she saw a curious stallion with a wild expression, a goofy smile, and a ridiculous bowtie.

"Wow!" he cried in his eccentric, slightly sophisticated, accent. "Hell of a fall! Good thing this pool got in the way, I would not make a pretty puddle had I impacted asphalt, but seriously, how many times will I end up wet today? Getting this suit dry is no easy feat I'll tell you that—oh! Hello there, I'm the—"

"**WHO DAREEES?!"**

A burst of magic detonated within the bath and the entire structure exploded.

_Golden Oaks Library, Ponyville_

_12 noon, 27__th__ of Summer, 1002 C.R. _

Twilight Sparkle emerged from basement absolutely soaked. Her mane was matted down and covering her forehead, it barely contained the expression of absolute shock and undefined anger she wore.

"That. Was. Horrible," she said, punctuating her sentence with a rough stomp.

The Doctor joined her from the basement and, like her, he was completely wet. His clothes hung on his body slovenly and his mane was matted down his neck and forehead. Unlike the unicorn, however, he was grinning madly from ear to ear.

"Really? I thought that was brilliant!" he remarked joyfully.

"You crashed in the _middle_ of the Ponytail Ocean!"

"I think 'crashed' is a bit too harsh of a word."

"I'm not sure it's harsh enough! The TARDIS _literally_ smashed right into the ocean! We nearly drowned!"

"But we didn't Twilight!" the Doctor informed casually, "And I already explained to you that this new universe is a bit different from mine. I was aiming for the future but the coordinates must've inputted improperly."

Twilight trotted across the room and grabbed several towels, one of which she threw at the Doctor. The unicorn began drying her mane and coat and grimaced at the Doctor's explanation. "You have a machine that's bigger on the inside that can travel through the infinite expanses of time and space and you can't drive it?"

"Oi! I can drive the TARDIS just fine!" he corrected indignantly, "Sure, I may have failed the piloting exam several times and the TARDIS technically requires six pilots, I can pilot it just fine, thank you very much!"

"Let's recap. You _fell_ out of your universe and into ours somehow and crashed in the middle of the Everfree Forest, then shortly after, you got lost on your way to my house and _then_ you crash us into the ocean!"

The Doctor wiped his face with his towel, quickly snatched it off and glared at Twilight. Obviously the Time Lord wasn't very used to getting teased about his piloting skills, at least from ponies.

"New universe, new rules! It'll take me a while to get my bearings here, because everything is so different! What's today's date, for instance?"

"The Twenty-seventh of Summer, year 1002 C.R.," she answered automatically.

"C.R.? What does that signify anyways? Centennial Revolution? Circa Relative? Carmel Riveting? Cave Rogers? Cccc," he drew out the letter uncertainly, "Coping… Rolls?"

"Finished?" asked Twilight.

The Doctor cleared his throat awkwardly and nodded.

"C.R. stands for Celestia's Rule and the years denote how long she's been in power," she explained eloquently, "We started measuring the years like that after the Chasers invaded the Griffin Settlement in the Precursor Era."

"I'll have to recalibrate everything," he muttered, "Then after that, everything should be fine. the TARDIS has traveled in enough points in this universe to get a general map going. Then boom! Bob's your Uncle and we can go anywhere!"

"Right…" Twilight mumbled, taking a brush and untangling her mane, "Well, while you're doing that, I have some work that needs to be done."

"No, no, what? Why?" he protested passionately, jumping in front of Twilight with a devastated expression, "Come on! It'll only take a little while! Don't you want to take a ride in the TARDIS?"

"Doctor, it's only for a little while," she promised, "We'll have all day to go anywhere, so, relax."

Twilight walked past him and toward the library and began to remove some books. The Doctor frowned and ran a hoof through his curly mane. "Fine, fine," he muttered, "I guess I should get to work."

"Mhm," responded Twilight.

The Doctor went down to the basement and approached the TARDIS. The proud blue box that stood before him that stood the test of time, _literally_. His most reliable and oldest companion, the Doctor was unable to contain his goofy smile. "Look at you Old Girl, still holding on after all this time. Let's see what this universe has in store for us."

As always, he ignored the TARDIS's basic instructions and pushed the doors open, strutting inside and up to the console.

"Still, though, I can't believe you modified the template again," he said as his hooves danced on the console, "I was liking the last one. _Well_ it did blow up… twice. You must like this place, huh?"

He looked around the TARDIS to note the nature theme she had picked out. The controls were modified to compensate for the Doctor's lacking of fingers and even the smells were different. A simple spring breeze danced throughout the TARDIS, gracing the Time Lord with scents of trees and flowers.

"And don't worry, dear, I'll get the navigation done after a little bit." He pulled a lever and the TARDIS hummed. A psychic wave of concern and trepidation washed over the stallion's mind and he frowned, "To be fair, this new universe works strangely! It isn't my fault."

A coy and doubtful psychic response, the physical equivalent of an eye roll, graced the Doctor which made him laugh quietly. "All right, I'll take forty percent of the blame. You never take me where I want to go anyways."

The Doctor looked up from the console with a slightly concerned expression, "Oh dear, talking to myself again. Should really stop that… starting now."

He trotted over to the scanner and consulted the readings. "That can't be right…" he tapped the scanner a few times to make sure it was registering correctly, the readings remained unchanged, "You're _losing_ power? But isn't there enough artron energy? Unless…"

The Doctor entered a fit of uncontrollable passion as he ran down the stairs and rummaged through the crawl space underneath the console platform. In a few moments of grumbling and tossing away a few trinkets, he pulled out a large chest, opened it and began throwing objects over his shoulder.

"Where is it… I haven't used it in a while, but it should be right…" The Doctor tossed a rubber ducky out, "Ah! Here we go."

Producing a large metallic device that resembled a small hose crossed with a television that he held awkwardly in his hooves. It was designed for nimbler phalanges instead of awkward stumpy hooves, but the Doctor managed to turn the machine on and it grumbled as the motor ran.

"Right, I should be able to check the energy readings with this and see what the actual problem is. I really should stop explaining this aloud with no one around, I'll work on it. Talley-ho!" Running out of the TARDIS, the Doctor made his way upstairs and into the library.

Twilight jumped when the Doctor emerged from the basement wielding his strange device. He scanned everything and frowned at the readings, "That's not good."

"Doctor, do I want to know what you're doing?" Twilight asked with an incredulous look.

"The TARDIS is running low on power, which is strange because she can just recharge by herself. I'm just checking why she can't and take a look at this Twilight!" he turned the device toward her, pointing at the tiny screen attached to the side of it. The readings didn't make sense to the unicorn, but the Doctor looked at it as if it were written in plain Equestrian, "There's plenty of artron energy around here, but it's incompatible!"

"Is that why the TARDIS has been acting weird?" asked Twilight.

"Among other reasons, yes," he answered quickly.

"How are you going to fix it?"

The Doctor turned to Twilight and grinned wildly, "I've got a few tricks up my sleeves."

Twenty minutes later, Twilight Sparkle grew increasingly worried about the Doctor. He had locked himself in the basement for all that time and all she heard from there were loud mutterings and small explosions.

She wanted to go down to check on him, but wasn't sure if she should. Shaking her head, Twilight collected her thoughts. Why was she so eager to jump on board with the Doctor? She'd seen how dangerous he could be, with a few pieces of scrap metal and a sonic screwdriver he killed an alien plant! Every logical bone in her body screamed at her to report him to Princess Celestia, she'd know how to deal with him and besides being around the Doctor was unnerving.

Whenever he'd smile arrogantly and talk in his machine-gun manner, anypony would think he was just an eccentric pony. But there was something hidden underneath that smile and that arrogance, a type of sadness and seclusion that Twilight couldn't identify.

It made her nervous because she felt that the Doctor could just as easily do terrible things. He was on the brink, the very edge that divided his heroic nature and all of the dark acts he could easily commit. If he could take down an alien monster with bits of scrap metal, what could he do with more?

Another explosion from the basement shook the floor slightly and Twilight rolled her eyes as she heard the Doctor swear. It was a good thing she had sent Spike away before he had a chance to see the Doctor again, she wasn't sure the little dragon could handle the strange pony.

The Doctor swore more and yelped in pain. Twilight put her book away and went downstairs.

He completely remodeled everything, in the middle of the room, right next to the TARDIS, was a large metallic spire that was attached to the ceiling and parts of the wall as huge pipes branched out of the device going everywhere. The Doctor was at the base of the spire working on some wiring, he wore thick black glasses and squinted at the open panel that held dozens of little flashing buttons.

"Wh—you've. What is this?!" Twilight screamed, startling the Time Lord slightly.

The Doctor looked at Twilight and smiled, "I've redecorated! You like it?"

"No! What have you done to my basement?!"

"I need to recalibrate this, Twilight, go around and you'll see an open panel with more flashy buttons, tell me the color of the buttons," he ordered, completely ignoring the unicorn's protests.

"I—"

"Now! Otherwise this thing will blow and you'll have to reconsider living somewhere else, maybe a giant pumpkin?"

Twilight obeyed and ran around the spire to the panel in question. As he mentioned there were dozens of buttons that flashed an impatient red.

"They're all red," Twilight relayed.

"Good!"

"What does red mean?"

"Uh, that the system is overloading with artron energy the feedback is beginning to tear into the whole of space."

"What?!"

"Hold on, hold on!" The Doctor pulled out a data pad and fiddled with the buttons. Satisfied, he pointed the pad at the spire and after a few moments the buttons began flashing green. "Haha! There we go!" He pointed the pad at the TARDIS and the light at the top began flashing.

"What's that? What's it done?" she asked impatiently.

The Doctor removed his glasses and grinned at Twilight. "This is an Artron Energy Converter, it uses your entire house as a transmitter, absorbs all of the artron energy around us and transmit it back to the TARDIS converting it into useable energy! Brilliant if you ask me! It uses that magical lightning rod of yours as a great big magnet, ha! Magical trees, love a good magical tree."

"So, the TARDIS will be fine then?"

He tilted his head and frowned slightly, "Well! Yes, and no. She can recharge from this transmitter but won't be able to stay too far from it. I still can't figure out why she can't recharge on her own and because of that…"

"What?" she asked, unnerved slightly by the Doctor's sudden pause.

"Well, because of that I'm pretty much anchored here. I'll have to keep coming back here every trip and it also means I'm stuck here." His smile faded and frowned, Twilight swore he could pass for a pony twenty years older than he looks with that frown, "I won't be able to make it back to my own universe, the TARDIS simply can't use that make power to make the trip, she barely survived landing here the first time. I'm stuck here for good."

Although he mentioned before that he was from another universe entirely, Twilight had difficulty believing that until she heard how ragged he sounded. He sounded completely devastated that he was stuck here, his voice so anguished and his eyes so old. Twilight wanted to console him but the lump in her throat left her mute.

"Well! It's not all that bad, look at me!" He grinned cheerfully holding up his hooves, "I'm a pony! Never been a pony before, love a pony! I may be stuck here but that just means a whole new universe to explore, new worlds and a brand new history as well. I'll have to read up on your history then, good thing I'm living in a library then huh?"

"W-wait, what?" She stopped his excited monologue and the Doctor visibly deflated, "You're… living here?"

He ran a hoof over his curly mane and shrugged, "No choice, really. Like I said, the TARDIS is anchored here from now on, I can't afford to stay anywhere else."

The ponies remained silent for a bit, the Doctor awkwardly shuffling his hooves and Twilight gripping that idea in her mind. The Time Lord cleared his throat and showed Twilight his sonic screwdriver, "I'm a hell of a handyman, or, rather handypony. I've never had to live in a… house before, but it'll be fun!"

Twilight imagined the Doctor wearing a proper toolbelt and grinning madly as he tried to put up new bookshelves. The idea was so silly and absurd that she broke out in laughter. The Doctor's smile faded and he burrowed his eyebrows. "What's so funny?"

His quizzical expression was hilarious and left Twilight in absolute stitches. She tried to explain why she was laughing in between breaths but it came out as awkward stutters that progressed into more giggles.

The Doctor, an impossible Time Lord with a time machine that looks like a blue box, living in a house?

"O-okay—" Twilight stuttered, trying to catch her breath, "—You saved this town and me, you staying here is the least I can do to repay you."

The Doctor broke out in a smile that could rival Pinkie Pie's and hugged Twilight. "Fantastic! Oh, it'll be fun Twilight."

"Do you need a room?" Twilight asked.

"Nah, the TARDIS is enough for me. You don't happen to have mortgages, right?" He pulled back from the hug with an absolutely serious expression. Twilight shook her head and the stallion, satisfied with her answer, stepped back and bounded for the TARDIS.

"Now then! A little test run, huh?" He ran around the console throwing switches and pressing buttons as the TARDIS hummed to life, "Let's try for the moon. It'll be a beautiful sight, plus I hardly ever go to the moon without being chased down by a bunch of rhino aliens. Come along Twilight!"

Twilight Sparkle, however, stood by the door and smiled weakly at the Doctor. "I've got a bunch of work to do," she admitted.

"It's a _time_ machine," reminded the Doctor, "One trip to the moon and back and I can drop you off five minutes after you left."

"I'll sit this one out, besides, you're a lousy pilot," she quipped coyly.

The Time Pony frowned uncertainly, fiddling with his controls like a chided colt. Twilight was quick to reassure him, "I'll be here when you get back, all right? Just don't crash into any more oceans, okay?"

With that, the stallion's enthusiasm returned with a perfect smile as he threw another lever. "I can't make any promises," he replied excitingly, "Come on then Old Girl, let's not miss this time."

Twilight smirked at the sight of the goofy stallion with his box, walked out and closed the door behind her in time to see the TARDIS disappear before her. That beautiful sound echoing in the basement as the box disappeared completely.


	3. Like Clockwork

_Throne Room, Canterlot Castle_

_7:20am, 27__th__ of Summer, 1002 C.R._

The TARDIS missed. As the Doctor was being dragged away by the Royal Guard, he went through the calculations in his head. He considered the helmic regulators being uncalibrated for this universe but it shouldn't have thrown him this far off the mark. If this universe was moderately parallel to his old one, then a trip to the moon should be the simplest thing in the world!

"Excuse me," he said to the guard holding his left foreleg in a vice-like grip, "What year, day, and time is it? I must've put the wrong coordinates."

No response from the large pegasus. The Doctor sighed and mulled over the events again. The TARDIS was thrown off her heading and put her by an outside force; it was like something made her gravitate here, something insanely powerful.

Then again, it could be the TARDIS being cheeky again. Over a thousand years of travel made the Doctor very wary about his beloved TARDIS, she took him to places he didn't want to go but she thought he _needed_ to go.

He rolled his eyes and smiled, oh, he'll have a few words with the TARDIS when he gets back.

"But why here?" he muttered aloud, "Looks like a regular ol' castle, oh, don't mind me boys, I talk to myself a lot, everyone tells me to stop but I can't help it! I'm such an interesting block to talk to."

The guards offered no response to the Doctor's mutterings and sat him in front of an empty throne. Brandishing rope, they then tied up the Time Lord. "Oh, come on! Do we need the rope? I won't move, I promise, come on, you can trust me!"

"The guards err often on the side of caution, after all, you broke into the Royal Bath while Princess Luna was there." A calm majestic voice spoke from behind them. The Doctor noticed the guards visibly straightened when they heard her voice.

"You must be the queen!" the Doctor deduced, unable to turn his back to confirm his findings due to the rope. The guards turned to the trapped stallion and pointed their wings at him as they unsheathed with an audible _shing_!

"At ease," she ordered with the sort of calmness and tranquility of a mother offering a bright-eyed child their favorite dessert before dinner. The guards instantly dropped their wings as she walked in front of them and faced the Doctor.

The Doctor didn't have a very clearly defined sense of physical aesthetics in this universe (though he would admit he looks quite dapper as a pony) but beautiful came to mind when he saw her. Unlike every pony he came across this universe thus far, she was the only one who remotely looked like an actual horse. Though frankly, she was quite slim and trim in a way someone would remark as curvy and vivacious. She had snow white coat with a magical mane and tail that held a multitude of colors. A horn protruded out of her forehead and was much longer than the unicorns he came across, and large majestic wings were furled on her sides.

Not only that, but the Doctor felt sheer power from this mare. It felt like standing in front of an unstable nuclear reactor, brimming to explode, and he felt that with a wrong word she'd detonate.

"Oh, look at that! Wings and a horn, you must be very special aren't you? What are you then? A winged unicorn? A pegacorn? Qilin? No, no, definitely not, I met a qilin once, _not_ a happy chap I'll tell you that."

"Leave us," she told the guards who stared strangely at her. She merely smiled politely at them and the guards instantly obeyed and left the room without complaint, "I apologize for my guards, they tend to be overprotective."

"Oh, no, that's fine," the Doctor dismissed jokingly, "Lovely fellows, really. I can see why you hired them, fascinating personalities."

She said nothing and maintained her calm neutral smile that made the Doctor a bit nervous. However, he has had experience defusing these types of situations, "I'd shake your hoof, but I'm a little tied up at the moment."

"Ah, yes, I apologize." Her horn glowed and the rope unfurled around the stallion and piled up neatly beside him.

"Whew, appreciate it, I try not to get tied up this early in the day. Hello, I'm the Doctor!" He extended his hoof but stared at it for a second, "Hm, shaking hands will be difficult now."

"It's _princess_, by the way," she corrected coyly.

"Excuse me?"

"Of course you are excused. I was simply correcting you, in that I am the Princess, not queen. Semantics, you see, play a great deal in Equestria. I am Princess Celestia, and I must ask why you broke into the Royal Bath?"

The Doctor chuckled and shrugged, "I sort of had a problem with my… vehicle, faults on both sides, we can agree, and to be fair, you ponies don't normally wear clothes."

Princess Celestia smiled humorously, "True. Back in the old days, it was considered a level one heresy to view the princesses bathing."

"What was the punishment?" The Doctor extended his hoof and grinned, "Hopefully, just a slap on the hoof?"

"To be honest, I'm not really sure. It was such an old rule and besides, there hasn't been a pony daring enough to chance punishment," the Princess looked up for a moment, considering, "Well, the last pony in recent memory was Starswirl the Bearded."

"Lovely chap, I imagine."

She nodded in agreement and looked at the Doctor with slight concern. He recognized that look, he's seen it on hundreds upon thousands of people; a disapproving look, one that told him to grow up and consider the consequences of his actions.

Unfortunately, the Doctor was never really good at following orders.

"Who are you?" she asked.

"I told you, I'm the Doctor. Well! That's what everyone calls me, not really sure why. Well! I call myself that too."

The Princess looked unaffected by the Doctor's strange and eccentric rambling, she looked like a mare with infinite patience and could sit through the Doctor's long-winded rants for years if need be.

"I know the names of everyone, pony or otherwise, in Equestria. I don't recognize you, so, what is stopping me from imprisoning you for your crime and suspicion of saboteur?" She spoke with such calm regality that it felt like she was asking for more tea and not threatening the Doctor.

He couldn't help but smile arrogantly, "There isn't a prison in the universe that can hold me, trust me, they tried."

"Then, we come at an impasse." Princess Celestia smirked and leaned forward, resting on her crossed forelegs rather comfortably. Posing as if she were ready to take a nap, the Princess didn't seem bothered that her regal image was effectively ruined in front of this strange stallion.

"There is no impasse," corrected the Doctor.

"Oh?"

"You won't lock me up. I know you, well! I know what you're like anyways, you're too nice to do something like that."

"And how have you come to that conclusion, Doctor?" Her tone was so polite and light, it only reaffirmed the Doctor's finding.

"Pictures," he answered before standing up and gesturing around the throne room, "This is your throne room! Yet, there aren't any images of you. What kind of monarch would do that? One uncomfortable with the attention royalty garners. You aren't egotistical, you're too nice."

"Excellent deduction, Doctor," she complimented. "You have granted me several considerations. So, I must grant you a few of my own."

The Doctor sat down in front of her and smiled kindly.

"You don't belong here." Her tone was kind enough but the Doctor felt unnerved at her words but maintained his calm expression, "You are not from this world, and although you look like a normal pony, you are obviously not. You don't appear hostile, that much I can sense, but still can impose a problem if left unabated. Which leads me to correct you. I am nice, Doctor, but do not mistaken that for good. If you resemble the slightest threat to this world or anyone on it, I _will_ not stand by and let you go on."

The Doctor looked at the princess for a moment, trying to get a read on her. He knew she wasn't lying, that much was certain, but she was so unreadable it frustrated him. He tried to keep his poker face up, but his pony anatomy betrayed him as his large impressionable eyes spoke volumes of truth.

She recognized that look in his eyes. The look of an ancient pony hiding his weariness as far down as possible, after all, she's practiced the look for years.

As a quickly as a coin switching sides, the Doctor's goofy and care-free smile appeared on his face, "Don't worry, I don't intend to be anything but help. And besides, I promised Twilight a trip, and it's the least I can do really."

For a moment, Princess Celestia's mask faltered and the Doctor was able to register a slew of emotions in her eyes; anger, worry, resignation then neutrality, going by so fast he thought he may have imagined it. She raised an eyebrow, "Twilight Sparkle?"

"Yes! Lovely little unicorn, saved her life and Ponyville against this giant alien plant, which by the way wasn't my fault. I promised her a trip and I'm nothing if not a pony of my word. Why, do you know her?"

She wavered briefly, and the Doctor resisted the urge to grin broadly. She nodded and sat up straight, a dominant position, make oneself as big as possible, "Twilight Sparkle is my personal student and the wielder of an Element of Harmony. She is an exceedingly powerful unicorn."

As always, the Princess's polite and calm speech was perfectly maintained, but her eyes spoke a different story: _If Twilight comes back with a hair out of place, I'm holding you responsible twice._

"Oh, yes, I know. Very clever, too. She's currently helping me out in my predicament. Well! I wouldn't call it a predicament. I like this world, very calm, very nice. If I had to be stuck anywhere, I'm glad it was here."

Princess Celestia considered for a moment, years of wisdom expressed on her face as she sized up the Doctor. She nodded affirmatively and with the gentlest smile she had, she said, "If you are planning a trip, may I make a suggestion?"

_Canterlot Castle Courtyard, Canterlot_

_8:00am, 27__th__ of Summer, 1002 C.R._

Princess Celestia led the Doctor to the courtyard where, amongst dozens of statues of ponies and beautiful foliage, sat the TARDIS in the middle of everything. The light on top flickered impatiently and the Doctor swore she was cross with him, but couldn't resist smiling when he sauntered up to her.

"Ah! There she is, cheeky little girl really. Threw me here when I was aiming for the moon!" He laughed as he patted the side of the box and Celestia wondered who exactly this eccentric pony was.

"_She_ is your vehicle?" Celestia asked.

"Yep! The TARDIS, the best ship in the universe!"

Princess Celestia chuckled, "She's made of wood."

"I know," he turned toward her with that brilliant smile, "Isn't she great?"

Celestia laughed to herself, a small reserved sort of noise that would've made any stallion swoon over her, but the Doctor was so enamored and distracted with the TARDIS that he hardly noticed.

"Oh, I never did get an answer to my question. When is it? Time, date, year? I'll need the proper coordinates to jump back to my time."

The princess relayed the date and the Doctor gaped before scowling at the blue box. "You sent me three _hours_ back in time? Ooh, you cheeky little—"

"I'm sorry, are you saying that it's also a time machine?"

His anger quickly subsided as he looked rakishly at the princess, "Like I said, best ship in the universe."

He opened the door and quickly stepped inside, "Anyways, best be off! Don't want to get pummeled by that other pony, what was her name again?"

"Princess Luna," Celestia supplied.

The Doctor shook his mane as if he had a sugar rush and frowned at the TARDIS's interior. "Oh, she thinks she's _really_ clever hm? Hardly the point, anyways, I'll get out of your… magic mane, and thanks for the advice, oh, and you _might_ want to stay around. You'll _love_ this bit."

Entering the TARDIS entirely, the door shut and almost instantly Celestia understood what he meant. The box began to fade out of existence producing an almost mechanical sound, like air being filtered with a lyrical rhythm behind it. It was uplifting and mind-blowing that the Princess couldn't contain her smile when the box disappeared completely.

_Golden Oaks Library, Ponyville_

_1:00pm, 27__th__ of Summer, 1002 C.R._

The Doctor emerged out of the basement in time to see Twilight composing notes at her desk. Adjusting his bow-tie, he approached the unicorn with a great big smile.

"Oh, you're back," droned Twilight who busily scribbled a few more words down, not turning to face the stallion, "How was your trip?"

"Didn't go _exactly_ how I planned, ended up traveling three hours back in time and landed in a great big bath, nearly got arrested, but I made a few new friends! I think."

Twilight didn't respond, only nodded and muttered more under her breath, leaving the Time Lord questioning his choice in companions these days.

"Um, what exactly are you writing?" The Doctor asked, sneaking up behind Twilight and looking over her shoulder.

Twilight's ears perked up and she turned around with a smile that worried the Doctor as she levitated the notes to his face. "Homework!"

_20 minutes later_

"Okay, go through it one more time."

"Awww, why?!"

"You need to get your story straight!"

The Doctor pouted and crossed his forelegs across his chest as he slumped on the chair. Like a teacher whose patience is running thin, Twilight Sparkle rolled her eyes at the surprisingly foalish Time Lord.

"I'm 1307! I don't need to be treated like a child," the Doctor snapped.

"Apparently, you do," she retorted walking past him with exasperation apparent in her expression. "Now, go through it again."

Rolling his eyes, the Doctor ruffled his mane up from sheer boredom, but did as Twilight asked. "I'm Time Turner—actually, can I change that name?"

Sighing heavily, Twilight rubbed her now aching head. "Why?"

"Because I sound like a little trinket! I'm a Time Lord—"

"Oh, yes, I know, how impressive," drawled Twilight.

"—A pony that can turn entire armies away at the mere mention of my name!"

"Ooh, scary."

"I certainly don't need silly names like Time Turner!"

"Then what _do_ you want?"

The Doctor considered for a moment. "John Smith."

"I already told you, no, you can't use that name!"

"Why not? I happen to like John Smith!"

"The name simply isn't common here, you'll stand out if you start calling yourself that. Now then, Time Turner is a perfectly _good_ name and it fits your cutie mark!" They had being doing this routine for the whole of twenty minutes; Twilight trying to get the Doctor to be more or less normal and the Time Pony reacting like a foal that had his favorite toy taken away from him.

"Fine," he conceded, "I'm Time Turner, from Trottingham. I'm twenty-seven (really, though, I look much younger than that) and am a clockmaker."

"Good," smiled Twilight, it was nice to have the Doctor properly cooperating. "What are your hobbies?"

"Multidimensional temporal-spatial manipulation and extrapolation—" Twilight's glare intensified, "—That is to say… I read and make soufflés."

"Excellent!" She grinned, turning around, unaware of the Doctor's condescending and juvenile expression. "Now, then, what about your work?"

"Hey, Twilight," called Spike as he walked through the door, he carried a dozen scrolls in a stack so high that his little body was comically hidden underneath it. "Where do you want these?"

"Oh! Spike!" The Doctor cried suddenly, causing the dragon to stumble and yelp at the stallion's outburst inevitably tripping and spilling the scrolls.

"What?!" he cried in surprise.

"You appear to have dropped your scrolls," the Doctor pointed out.

"Oh, gee, thanks, I would have never been able to figure that out if it weren't for you," quipped Spike.

"No problem at all!" grinned the Doctor, "But didn't you promise me a little trip around Ponyville?"

"I- what?"

"Yes! Remember? You were so excited to show me around, well, I'm sorry for taking so long to get ready. But we should go, see the sights, smell the flowers, maybe invade someone's personal space," he rambled on, undeterred by Spike's abject confusion.

"Wait, Doctor, _I_ was going to show you around first," interjected Twilight, "And besides, we still have a lot more to study up on. I mean, your family history, where you went to school and such."

"As riveting as that sounds Twilight, poor little Spike has been dying to show me around." Before Spike could protest, the Doctor swiftly picked him up, cupping his cheeks, and presented him to Twilight to demonstrate his point. "And it isn't like me to keep a dragon waiting! So, I guess we'll have to do this a little later. Raincheck?"

"I-"

"Oh, thank you so much for understanding Twilight, you're a lovely unicorn and I'll bring back some jelly babies for you when we get back!" The Doctor, with Spike in tow, ran out of the door before Twilight could ask what a jelly-baby was.

"Gee, Doc, subtle enough?" Spike asked as the two walked down Ponyville proper.

The Doctor ran a hoof through his mane uncomfortably, "I'm sorry Spike, it's just she was giving me _homework_. Me! Doing homework? Ridiculous, really."

"I know what you mean," Spike nodded sympathetically, aware of how controlling and demanding the librarian was when in a particular mood. "She made me memorize the Hoofy Decimal System in an hour when we moved to Ponyville."

The Time Lord raised a curious eyebrow at the little dragon, "_Hoofy_ Decimal System? Really?"

"Yeah? Why?"

He shook his head, "No, nothing. I suppose I should get used to this pony world and the idiosyncrasies along with it, still, shouldn't be too bad. Not anymore worse than my dinner with Atilla the Hun, Benjamin Franklin, and Johnny Cash, I suppose."

Spike scratched his head at his otherworldly obscure references, he tried to decide who was the more eccentric, Twilight or this Time Lord. "Right. Where'd you say you were from again?"

"Gallifrey. But enough about me, you should show me around this lovely town. I didn't have much time to take in the sights when running away from psychotic omnivore alien plants. For example, who is that pony running toward us at incredible speeds?"

Before Spike could consider a response, a pink blur tackled the Time Lord and tumbled for ten meters before stopping suddenly with Pinkie Pie pinning him to the ground smiling broadly. "OHMYGOSHIHAVEN'TSEENYOUBEFOREYOUMUSTBENEWWA NNABEBESTFRIENDS?WHAT'SYOURNAME?FAVORTIETREAT?ANDLEASTFAVORITEVEGETABLE?"

No normal pony would be able to understand Pinkie Pie's off-the-wall method of speech, it is fortunate, therefore, that the Doctor is anything but a normal pony.

He chuckled at her eccentricity before returning her smile with one of his own, "I'm the Doctor—er, or rather, I'm uh, blast what was my name again? Oh, I'm Clockwork! Yes, that's who I am, Clockwork, just a clockmaker. My favorite sweet? Hm, I'm not really sure but I was really fond of jelly babies several lives back, and my least favorite vegetable? Again, tricky question, maybe asparagus?"

Pinkie giggled, "Doctor Clockwork? That's a great name! Are you good at fixing clocks? Oh, I think we're going to be great friends!"

"Oh, I'd like to think so— AGH! Much, Ms Pie, but I won't be any use to you with my lungs shattered!" He groaned under the earth mare's strength. She dropped him and apologized profusely.

"Hey, Pinkie." Waved Spike, "I was just showing, heh, Doctor Clockwork around town."

"Ooh! Idea!" Jumped Pinkie before stretching her foreleg to impossible lengths somewhere out of sight and snapping it back with a lightbulb in hoof and holding it over her head, "We should go to Sugarcube Corner!"

The Doctor's eyes widened at Pinkie's blatant disregard for conventional physiological functions and turned to Spike to voice his concerns but the dragon was indifferent to her strange actions. "How did you… Sudden elasticity of your foreleg with your structure intact and retaining its shape, but, that's impossible."

He brandished his sonic screwdriver and scanned Pinkie's foreleg in question. She giggled as the probe ran over her leg, "That tickles! What is that doohickey?"

"Sonic screwdriver," he answered absentmindedly, "Hm, that's strange, no physical abnormalities... but _how_ then?"

"What's Clockwork talking about?" Pinkie asked in the middle of giggles from the sonic screwdriver.

Spike shrugged, "Just nod when he thinks he's being clever. Anyways, let's go to Sugarcube Corner, I'm starving!"

"Yay!" Pinkie wrapped her forelegs around both Spike and the Doctor, in another physically impossible feat, and pulled them toward the revered confectionary.

Pinkie Pie went into the back to grab treats for her guests, leaving the Doctor and his scaly friend alone for the moment.

The place was as the Doctor had expected, relatively normal with an assortment of treats on full display before them. Everything looked scrumptious and its effect showed as Spike could hardly contain himself in front of these treats. The Doctor chuckled to himself as the phrase; "Child in a candy store" came to his mind.

"Are there any other dragons around here, Spike?" he asked, stopping the reptilian from snatching a cupcake off a shelf.

"Yeah, but not around any pony civilizations," he answered, keeping his eyes on the revered treat, "Dragons aren't taken well by ponies. We're kinda dangerous."

"Oh, I know the feeling," remarked the Doctor enigmatically.

"Why do you ask?"

The Time Pony pointed at Spike's scaly hands, "You, so far, are the only creature I've seen with opposable thumbs. Which begs the question, how would hooves be able to get the filling inside these cakes."

"Oh, well, that's an easy answer, Doc. You see they use—"

"And here we go!" Pinkie trotted into the room with a large plate of assorted cupcakes sitting on her back. "Cupcakes! My favorite flavor, cupcake-flavored!"

Spike happily welcomed the interruption as he took a cupcake and began to eat, the Doctor acted with more hesitation, however, as he considered his hoof and the cupcakes in question. Fine manipulation would be obviously difficult for hooves, but Pinkie arched her back suddenly, sending a single cupcake flying, and caught it with an expert swipe of her hoof.

"How did you… ugh, I'll _never_ take hands for granted if I ever get back home," the Doctor grumbled, awkwardly taking a cupcake and immediately dropping. "Great, heh, The Oncoming Storm defeated by a pair of hooves. Appropriate, really."

"Here, do it like this!" Pinkie bounced once more and caught the cupcake perfectly with the flat of her hoof, "See! Get it?"

"Not really," he mumbled, rolling his eyes as Pinkie bounced the cupcake off her shoulders and forelegs before catching it in mid-air with her mouth.

"Why can't you use your hooves Clockwork?" she asked innocently.

Spike chuckled, "It's his first time using them, apparently. It's a little funny to watch, to be honest."

"I'll get the hang of it eventually," the Doctor quipped, taking one of the cupcakes awkwardly; precariously balancing it on his hoof before eating it entirely.

"So, Doctor Clockwork, how are you liking Ponyville so far?" Pinkie asked.

"Lovely little place, I'll admit. I think I'll enjoy it here," he answered with a sincere smile.

"Got any plans for a job? We're always hiring at Sugarcube Corner."

The Doctor involuntarily shuddered at that job, the serious implication of him being _employed_ in any manner was rather terrifying. Restrictions, limitations, parameters, all big nasty things that the Doctor abhorred, he wasn't much to abide by most rules anyways.

"No, thank you. I'll be working on a small time clock repair shop here," he said, completely aware of how hypocritical it was using Twilight's contingencies but felt it was easier than explaining outright that he was a Time Lord. "As it shows on my cutie mark, I can be considered a master of all things… timey wimey."

Pinkie Pie was ready to cheerfully respond when the cries of babies interrupted her. Turning around, Pinkie ran into the next room and emerged, seconds later, with two foals in carriers. Pumpkin and Pound Cake gurgled impatiently at the pink earth pony as she ran around reaching for bottles.

"Oh, look at that, foals!" The Doctor remarked happily.

"Yeah! Pumpkin and Pound Cake! The Cakes left me to foalsit them for a while! Ah, here you go!" Pinkie fed the twins their bottles but the foals pouted and pushed the food away. "Aw, aren't you hungry?"

"Actually—" The Doctor leaned into the foals, listening to their gurgles and cries, "—They want to be changed, and would much rather you give them the turtle rather than the lion, whatever that means."

"How did you know that?" Spike asked.

"I speak baby, sorry, didn't I mention?" Pumpkin Cake fussed lightly causing the Doctor to frown, "No, he's Spike. Really, you should learn their names Pumpkin first, you can't keep calling him the Purple One."

"The Purple One?" repeated Spike.

"Ooh, you can understand them? That's so cool!" Jumped Pinkie, unable to contain her excitement, "What do they say about me?"

"They call you—" he consulted Pound Cake, "—The Loud One. There is also a Quiet One, Whiny One, Apple One, Flying One, Other Purple One anddd... Weird One. Oi! Bowties are _not_ weird."

"No, but time-traveling aliens are," Spike muttered under his breath, careful to not let Pinkie hear.

"Anyways, I think they'd better get changed before something _really_ bad happens," advised the Doctor as he pushed the foals toward Pinkie who nodded in agreement.

"You're right Clockwork! Be right back!" Pinkie Pie ran out of the room only to come back with a large yellow bag thrown over her back.

"Do you really think this is a good place to change diapers?" asked the Time Pony with some concern toward the treats she had brought in.

"Oh, right!" With a sudden flourish, Pinkie stretched her foreleg toward the treats, grabbed them in a single swoop, and threw all of the cupcakes into her mouth.

Again, the Doctor was absolutely baffled by Pinkie's display of impossible dexterity of her body, being able to contort and stretch any part of her in ways that should not be physically possible. Normally, his curiosity wouldn't be this overwhelming, either this must be a new perk of his new incarnation or part of his ponified mind.

"_That_ shouldn't be possible!" he cried, turning to Spike in hopes he would understand the Time Lord's concerns. The little dragon, however, cared less. "You just can't… but _ponies_ don't work that way!... said the talking pony to the baby dragon…"

Pinkie giggled at the Doctor's outburst, her hooves, however, had minds of their own as they scrambled to change the foals' diapers in a flurry of movements lost in a pink blur. "What's Clockwork on about?"

"Beats me, just nod when he stops for a breath," answered Spike.

In mere seconds, Pinkie stepped away from the foals with a pair of dirty diapers of which she cleanly, and neatly, disposed of.

The Doctor was hardly impressed by Pinkie's quick work on the foals, smacking his forehead with his hoof, "How?! Your hooves don't have the dexterity and nimble form that would allow you to change diapers so easily, much less at the speed you accomplished it! It is impossible for anyone—"

"Any_pony_," corrected Spike.

"Oh, don't _you_ start," quipped the Time Pony, "I don't need another Twilight correcting me."

"Oh! Hey, you guys wanna see something cool?" Pinkie asked with an unnerving bright smile that resembled the grin mad scientists wear.

"Uh, sure?"

The Doctor wasn't sure whether to express surprise, uncontainable glee, or baffled confusion when he was shown Pinkie's "gift from Lyra Heartstrings". A twenty foot Medieval trebuchet stood in front of the trio, parked right in the middle of Ponyville Park. The Doctor wasn't sure where, or even _how_, Pinkie got this trebuchet or why no one was _disturbed_ by the fact that an ancient _war weapon_ sat in the middle of a park.

"How… did…" Was all the Time Pony was able to say coherently.

"Lyra was really happy to get it off her hooves, not sure why, don't really know what it is anyways but isn't it cool?" asked Pinkie as the earth pony jumped all around the catapult, kicking its sides and pushing down on the sling.

"Pinkie, you are aware that this is an ancient _weapon_, right?" The Doctor asked with some concern in his voice.

"Ohhh, is that what it is? I thought it was catapult!"

The Doctor nearly face-hoofed. "It _is_, it's used to sling projectiles at fortified bases, usually knocking down walls in a rather rude way. Last time I saw one this old was with the Vikings, loud lot but really friendly once you get to know them."

The Time Pony shook his head as he realized how badly he was getting distracted, he'd really need to work on his attention span this incarnation, ooh, butterflies. He shook his head again. "No, wait, where did you get this Ms. Pie, a catapult isn't something anyone—"

"Any_pony_," corrected Spike as he considered a pair of cupcakes in each claw.

"Any_pony_," the Doctor amended, "would have. Now, wait, what are you doing?"

As the Doctor spoke, Pinkie Pie, apparently either uninterested in what the Doctor was saying or as easily distracted as he was, was getting on the catapult, neatly fitting in the sling. She looked at him, grinned, and bounced slightly in the thick hammock-like drape. "Trying to see if it'll fire!"

"No, no, it'll never work like that. The counterweight is all off." The Doctor walked over to Pinkie, taking her off the sling as best he could with his awkward hooves, and headed to the side of the catapult. Grabbing two spare sandbags, he readjusted the counterweight and pulled the sling back properly. "There! Perfect, you simply squeeze into the sling and release the counterweight, and off you go!"

Pinkie Pie gasped in awe at the Doctor's hoofwork, but grimaced when she looked at the sling. "It doesn't look like it can launch anything heavy, though."

"Oh, don't be silly. This thing can launch projectiles twice my weight! Here," The Doctor slipped into the sling, "It'll be able to fire me for up to three hundred feet, simply release the counterweight—"

"Like this?" Pinkie placed her forelegs against the side of the catapult and pressed down on the mechanism keeping the counterweight in check. A sudden snap rattled the trebuchet and the Time Pony's eyes widened as he realized what was coming next.

"Wait! Wait!" Before he could attempt to get out, the sling shot into the air, launching the Time Pony far beyond the distance he wished to travel today.

"Oh… oops."


	4. Next Stop, Everywhere

_Fluttershy's Cottage_

_2:00pm, 27__th__ of Summer, 1002 C.R._

Angel Bunny was enjoying a lovely salad that Fluttershy had gracefully made. Although he would never admit it, it was times like this where he could just relax with Fluttershy and not worry about impending danger taking her away from him. After all, Fluttershy was the only one who could fluff his tail properly.

"How are you enjoying the salad?" Fluttershy asked, gently hovering over the bunny. Angel looked at her with a moderately indifferent expression and waved his paw in a shaky manner; _so-so_.

"Oh, well, I could always make another one if you don't like it," she offered timidly.

Angel shook his head and pulled his bowl closer. He could never fully express himself in front of her properly; he has an image to uphold.

He was, as the fillies would say, a bunny who couldn't be honest with himself.

"Well, I'll just get out of your way. The chickens need feeding." Fluttershy picked up a bag of chicken feed, smiled warmly at Angel proceeding to head to the door. She stopped when she heard the noise. Angel heard it as well, his ears perked as the distinct sound of somepony _screaming_ suddenly grew louder and louder until… An _explosion_ detonated in the backyard. Fluttershy jumped at the noise, dropping her bag. "Oh my," she gasped, "What was that?"

Angel didn't know, but he was intending to run whatever it was _out_ so he can enjoy his salad. The pegasus and the bunny ran to the backyard.

The entire chicken coop was absolutely mangled, Angel was wrong in his assumption that it was an explosion as the coop still stood where it was except now it had a huge hole on the roof and all of the chickens ran around frantic.

"Oh no, Ms. Cluck, please don't run away, oh, Sir Feathers-A-Lot it's okay, you're alright." Fluttershy flew around the place, grabbing chickens and trying to calm them down, but Angel had little interest in the clucking little menaces and headed for the coop.

He heard coughing and groaning in the coop, so, Angel armed himself with a chicken feather; whoever was here was going to get tickled to death if they don't cooperate. Entering the dusty coop, Angel was practically blinded by the shower of features from the panicking chickens.

"Well, that was new, never been launched by a catapult before." A lilting voice rang out with a distinct accent, Angel didn't recognize it but it sounded just as arrogant and pompous as the Diamond Flank's accent.

Angel Bunny squeaked out a few accusatory swears at the intruder, stated his hostile intent and demanded to know who the intruder was.

A stallion poked his head out the smoke and darkness and revealed a bright smile, a wild mane, and eccentric eyes as he looked at Angel with curiosity. "Oh! A bunny! You are a cute one, aren't you?"

Angel wasn't one to be swayed by compliments, so, he pointed his feather at the stallion and demanded, once more, his identity before death by tickling.

The stallion chuckled and scratched his mane, "Fine, fine, if you want to know so badly, I'm the Doctor, sorry about your chicken coop but I decided to… drop in."

The bunny stepped back, confused. Could this stallion _understand_ him? Impossible, _nopony_ can understand him, save Fluttershy of course.

"Well, of course I can understand you!" The Doctor said in response to Angel's squeaking mutterings.

Angel shook his head and stared at the Doctor with disbelief.

"Oh my, Angel are you in here?" Fluttershy timidly called from outside. Angel simply stood there, stunned that this Doctor could speak to him.

The bunny squeaked once more at the Doctor, furious yet curious to see if he wasn't hallucinating.

"Actually, if you don't mind, it's just the _Doctor_," he answered humorously with a great big smile that Angel quickly learned to hate.

"Who is that?" Fluttershy entered the chicken coop and gasped as loudly as she could—so essentially louder than an insect buzzing—as she saw the Doctor with Angel. "Oh my, are you—I mean, how did you—why…"

She looked helplessly to Angel for moral support, but the bunny looked at her with an equally hopeless expression, for once, Angel was left speechless.

"So sorry!" the Doctor flashed out his psychic paper, showing off the Canterlot Royal Seal along with a list of credentials from places Fluttershy had never even heard of! "Royal Domestic Animal Lodgings Inspector! Dropping by to check if everything is in order with this chicken coop and I have to tell you, there's a fault in this one."

Angel jumped at this chance, throwing out a torrent of swears that would make a sailor blush. The Time Lord quickly patted the bunny on the head and scratched underneath his chin with such remarkable finesse that Angel was silenced instantly and went cross-eyed with pleasure.

"Oh my, what's the fault Mister…"

"Oh, I'm the… um, Sepia Tock! I'm Sepia Tock, yeah, that's my name. And don't worry about the fault, nothing major just the fact that there is a _huge_ hole in the roof. I'll get somebody to fix it. We should get inside though, and I'll be more than happy to discuss this issue with you."

"Sepia Tock" grinned happily exuding a cheerful demeanor that Fluttershy felt more than obligated to get along with; though she still acted with trepidation, leaning back slightly, allowing her mane to fall over her face and averted her eyes even as she led him out.

The ponies walked through the backyard, amongst the chaos of the chickens. Fluttershy stopped to calm them down to no avail, but the Doctor whistled once and declared with a commanding voice to calm down. As if by magic, all of the chickens became docile and went off clucking quietly. It was as "Sepia Tock" could communicate with them at a level Fluttershy was unable to.

Grinning at the shy pegasus, the Doctor nodded and allowed her to led them into the cottage.

With how eccentric he was, the Doctor reminded Angel of Rainbow Dash mixed with Pinkie Pie, a mixture of arrogance and carefree personalities that when combined created this stallion that the bunny couldn't stand.

As typical of his owner, Fluttershy avoided eye-contact with the Doctor who was blissfully unaware of the pegasus's shy personality.

"By the way, I didn't catch your name," the Doctor said upon entering the cottage.

Fluttershy nervously shuffled her hooves and frowned. Mentally, she counted to ten, mustering up enough courage to answer him. "I'm… Fluttershy."

"Fluttershy?" he repeated curiously. "Brilliant! I think I'm getting used to the naming conventions of this universe, certainly not like back home, _well_! That isn't entirely true, but still, _Fluttershy_? Ha! I'm beginning to like this place more and more, is your last name Shy or is that just one name? Flutter would be a strange first name, well then again my first name is Sepia! Isn't that funny? Sepia!"

His little outburst startled Fluttershy. She jumped back slightly, giving him a wide berth for the Doctor's antics and gestures. This strange pony reminded Fluttershy too much of Pinkie Pie, in fact, if she looked hard enough she could practically see her bouncing pink mane on him.

"What a lovely little place, plenty of animals here but isn't that a little weird? You know, a pony taking care of animals? Oh, do you have any tea? I could really go for something to drink, perhaps some biscuits if you've got them?"

_A few minutes later_

It took Rarity a full twenty minutes to get from her place to Fluttershy's cottage. Mind you, it wasn't for lack of trying, the walk was only about five minutes with a brisk pace. The reason it took so long was because of how difficult Opalescence was behaving. It was time for her bi-weekly grooming and since Fluttershy was the only pony brave enough (and kind enough) to deal with the pampered cat, she was the first choice obviously. But, Opal never did take to being stuffed in her carriage so roughly and she certainly didn't take to Rarity's coaxing either.

That resulted in several unseemly scratches and a bruised ego for the fashionista and a less than cordial cat.

Still, the walk did Rarity well; she did enjoy visiting Fluttershy although her animal company left plenty to be desired.

In her carriage, Opal hissed when Fluttershy's cottage came into view.

"Now dear, don't be like that," Rarity said. "You love Fluttershy, don't you?"

In response, Opal banged against the carriage, nearly jostling her way out of Rarity's magical grip.

"Well, hopefully your mood will improve once you come out all pretty and prim." Rarity trotted up to the door and prepared to knock when she heard a voice coming from inside, it wasn't Fluttershy it was… a _stallion_?!

Rarity practically became one with the door as she pressed her ear against it, she was never one to eavesdrop (on accident that is) but the implications set by this situation! Fluttershy; Ponyville's shyest resident and the sweetest mare Rarity has come to know alone with a _stallion_ in her home? The pegasus never showed any romantic interest, for so long in fact Rarity began to suspect that Fluttershy was…

"… ah, how did that happen?" The stranger's voice said, muffled considerably by the door though Rarity was able to identify an exotic accent; Hoofington?

"Oh my, are you okay?" came Fluttershy's quiet voice, so inaudible that Rarity only caught the last bit of that sentence.

The conversation became indistinct as Rarity strained to catch what few words were exchanged.

"… tight fit," said the stallion.

"… gentle, please," asked Fluttershy timidly.

Rarity's cheeks burned crimson red.

"It'll be fine, just lift your legs up like that. Good, and here we go."

Grunts of exertion.

"Nope, definitely tighter than I anticipated. Hm, let's try this then…"

Fluttershy gasped as quietly as she could. "Oh my, it's so big."

"With this I'll loosen it up." A strange whirring noise echoed, followed quickly by Fluttershy's vibrating voice.

"Right, now one more time."

Another grunt of exertion.

"Blast, still too tight…"

"W-what now?"

…

"Have you any butter?"

Rarity burst through the door, cheeks flushed and with Opal in tow right behind her. "What is going on here?!"

She happened upon Fluttershy and her stallion guest standing in front of her… with Angel Bunny held between them, the poor bunny's head was trapped inside a large pickle jar and the two ponies were attempting to free him. Fluttershy nearly dropped the jar in surprise, shrinking away from the fashionista's sudden outburst.

The stallion, however, grinned at Rarity with genuine kindness. "Oh, hello! Angel's got himself in a bit of a pickle, do you mind lending a hoof?"

"W-what… who are you? A-and—"

"Oh my"—Fluttershy glided toward Rarity, placing a motherly hoof on her forehead— "You're absolutely red, are you feeling well?"

Rarity shook her head, stepping away from Fluttershy for a moment to regain her composure. "Y-yes dear, I'm perfectly fine. I must've… misunderstood."

"Misunderstood what?"

"Nothing, nothing." Rarity coughed, feigning disinterest before turning back to the Doctor. "My apologies. I am Rarity, what, ah, are you doing in Fluttershy's cottage?" _Alone_, she wanted to mention.

"Hello! I'm Sepia Tock, I'm here to investigate Fluttershy's chicken coop."

Rarity gave him a sideways glance. "Chicken coop?"

"Oh yes, it is in severe disarray. It'll need some patchwork, that gaping hole will need some filling, after all."

Another furious blush returned to Rarity's cheeks. She turned to Fluttershy for some form of explanation, but the peagsus merely nodded affirmatively.

"Complete shambles!" continued the Doctor. "Looks like it receives maintenance every month or so."

"Oh no. I take care of it every week. Big Mac even comes by to check it out," Fluttershy asserted.

"Really? From the state of it, I'd say it hasn't been checked out in a long time!"

Under normal circumstances, Rarity wouldn't have so blatantly misconstrued conversation like this, but after hearing their exchange from before it was quite easy to produce perverted images.

"Still, it's what I'm here for. Don't worry Flutterbutt, I'll have your chicken coop sorted out," he promised with a hearty grin. Rarity faced the oblivious stallion and slapped him right across the face.

Well, considering her hooves it wasn't as much of a slap as it was a vicious left hook. The Doctor staggered back, whimpering pathetically. "Ouchie kadoodles! What was that for?!"

"I'll have you know that regardless of Fluttershy's interest you will not refer to her with such vulgarity!" Rarity snapped. "She is a lady and I will expect you treat her as such!"

"But… I was just talking about her chicken coop!"

Rarity gasped, outraged that he would again refer to her… "intimate parts" with such a flippant attitude and slapped him once more. "Well, I never!" She huffed as she took Opal and stormed out.

Fluttershy, who remained shocked and mute at Rarity's passionate display, could only gaped as poor "Sepia" nursed his cheeks which remained bright red from the assault.

"Are you okay?" she timidly asked.

"Lovely friend you have," he snapped impatiently. "I hope she didn't leave a mark…"

"I'm not sure what got into her," admitted Fluttershy. "It's probably a big misunderstanding."

"No misunderstanding here, it's all quite clear to me," he declared dramatically. "All unicorns are _crazy_!"

_Horseshoe Pointe_

_ Ten minutes later_

"Uh, Ah don't know about this Scootaloo," chimed Apple Bloom as the three fillies treaded at the very edge of the cliff with just a large hang-glider to keep them from tipping over.

"Oh, come on! What's the worst that could happen?" asked the pegasus with confidence in her voice that was betrayed by slight fear in her eyes.

"Horrible maiming and debilitating pain that could leave us bedridden for months?" supplied Sweetie Belle.

Scootaloo waved her hoof and blew a small raspberry at the unicorn's concern. "I don't know the meaning of half those words."

"Ah _really_ don't think we should do this," tried Apple Bloom again. "We tried for our hang-gliding cutie mark before you know?"

"Yeah, when we crashed into that maple tree? I didn't even know Sweet Apple Acres _had_ maple trees!" recalled Sweetie Belle.

"We _don't_, we landed far _away_ from Sweet Apple Acres," corrected Apple Bloom.

"Quit being chicken," snapped Scootaloo. "I figured out the problem. We weren't high enough!"

"Ah think we're plenty high now," remarked Apple Bloom gesturing toward the cliff and the expansive forest under them with only a sheer 300 foot drop separating them.

"Blah, blah, blah, words later, cutie marks now!" Scootaloo pushed at the hang-glider and sent the three of them flying off the cliff.

The Cutie Mark Crusaders took to the skies as delicately and expertly as you may expect; screaming all the way down to earth.

The Doctor walked around the forest, slightly lost. After promising to send a few workers to repair Fluttershy's chicken coop, he managed to get directions back to Ponyville but lost his way there in a few minutes. He wasn't sure how he got so hopelessly lost in a manner of minutes, he usually had a terrific sense of direction! But still, the walk was invigorating as he trotted on the cobblestone path passing many trees and many woodland animals along the way.

He's never had a chance like this to simply slow down and take in his surroundings with Zen-like calmness and a larger appreciation of nature. No danger, no aliens threatening to destroy the planet, no wicked beings aiming laser guns at him. Just him, the forest, the birds chirping, and screaming.

Wait… _screaming_?

"**AHHHH!"**

"ARGH!"

The fillies tumbled into the Time Pony, rolling violently while wrapped up in the hang-glider, off the path and into the dense forest in front of them. "My legs! My head! My legs!" complained the Doctor before they came to a grinding halt smashing into a large oak tree, thankfully, the Doctor cushioned the impact considerably.

"Well!" The Doctor poked his head out of the wreckage, dazed and confused. "Not as dangerous as a Cybermen fleet, but awfully close to it."

The three fillies crawled out of the wreckage, groaning and complaining, they stopped to examine their flanks to find… them blank as per usual.

"So much for that idea," moaned Scootaloo.

"Uh, girls," Applebloom said, pointing at the Doctor. "Ah think we can add assault to our charges."

The Doctor rubbed his head and quickly checked his body for any life-threatening injuries: no bruises on his barrel, legs were fine, his hooves were still fantastic, nope! Perfect.

He looked at the fillies with a severe expression and they shrunk in the sight of his scrutiny, bowed slightly with their ears visibly down. They waited, expecting a lashing on how reckless they were with a severe punishment to go along it.

"Lift up your forelegs," the Doctor ordered.

Confused, the fillies looked at each other, then at the Doctor and finally complied. The Doctor ran his sonic screwdriver over the three fillies, glanced at the device, and said, "Now then, 'ahhhh'."

They mimicked him, opening their mouths as wide as they could. The strange stallion glanced at them for a moment then leaned back, and grinned widely. "Well! No visible injuries, save perhaps a bruised ego, good, good. Now, on the case of your glider."

They winced and expected the scolding any second now.

"The design isn't anywhere _near_ close to compensating for your combined weight, and along with your rather exaggerated point of descent, it'll never carry you like it should! As soon as you drop, the thing will collapse on itself! No, no, no, it won't do, it won't do at all!"

Again, the three fillies looked at each other with absolutely astonished expressions. Why wouldn't this _adult_, who was supposed to be the mature responsible one here, punish them? And most importantly, why is he _repairing_ their glider?

Although the glider was in complete disarray upon the crash, he managed to make it much bigger and much more support with a few sticks and waves of his device.

"Wait, mister, what are you doing?" cried Scootaloo, unsure whether to be offended or frightened at this stallion's ridiculous behavior.

"Please, call me the Doctor, and what I'm doing is readjusting your wing loading, it was too high for you three, and now with this you'll be able to reach the optimal running speed!" He looked at the three with a perfectly manic smile. "Let's give this a test run, shall we?"

In a matter of moments, the four ponies were on top of Horseshoe Pointe, underneath the Doctor's adjusted glider. The Crusaders were unsure on whether they should be ecstatic that they get to try again, or fearful that this was some form of trick by the Doctor to get them into more trouble!

The Doctor's behavior, however, reassured them that he wasn't playing any sort of trick. His goofy smile, the excited silly look in his eyes and his thousand-mile-per-hour ramblings promised that this Doctor wasn't like normal grown-ups, he was as reckless and juvenile as the Crusaders.

"Wait, Doctor, are you sure this is going to work?" asked Sweetie Belle.

"Seventy percent sure. I haven't factored in my additional weight, so, we might end up crashing and burning faster," he answered without hesitation.

"Wait, what?!" cried Scootaloo.

"Geronimo!" The Doctor interrupted, pushing the glider forward and forcing the Crusaders to run right alongside him, screaming helplessly as they jumped off the cliff and took to the skies.

They soared over the forest with a certain expertise that didn't seem apparent in the eccentric stallion. Instead of the usual formula of crashing horrifically, they were flying majestically as they overlooked the forest, so close to the clouds they could practically touch it.

The fillies stopped their screaming and became mute; awe-struck at what they had accomplished. Sweet Apple Acres could be seen in the far north, and the entire town over to the left, everypony looked like insects from up here! Scootaloo whopped excitingly, as this was the first time she was this high in the sky without the threat of impeding injury upon her.

The Crusaders looked over at the Doctor who was laughing and smiling proudly. "Not bad for a test run huh? Now then, we should probably get down, this is going to fall apart _very_ fast."

"What?!" they cried.

"I know!" The Doctor said gleefully, laughing as they finally descended back down to earth.

The landing, albeit bumpy, was a lot better than what the Doctor had originally envisioned.

After ten terrifying minutes, the Doctor managed to land the blasted hang-glider with everypony intact. Once down to earth, the Doctor jumped off the glider and laughed victoriously.

"Ha! That was great wasn't it?" he said, turning toward the dizzy fillies with the exception of Scootaloo who jumped with enthusiasm matching the Time Lord.

"Yeah! Let's do it again!"

"No!" Applebloom and Sweetie Belle cried, feeling as though they were the only sane ones in this party. Scootaloo pouted and turned to the Doctor who she hoped would agree with her.

"They're right, you lot should be heading home. I'll handle the glider, but no more dangerous stunts." He flashed a severe look while wagging a disapproving hoof at them. "You could get hurt doing them, so avoid pitching yourselves off cliffs, got it?"

Confused at the Doctor's sudden change in attitude, the Crusaders nodded regardless. The Time Lord, satisfied, sent the fillies on their way, but not before they ducked behind a tree to spy on him… curious at why a seemingly responsible adult would condone their actions before scolding them for attempting it without proper supervision. Silently, the three agreed on a new method of earning their revered cutie marks; Cutie Mark Crusaders Private Investigators.

_Ponyville Marketplace_

Rainbow Dash sighed for the twentieth time as she trudged alongside Applejack, lugging a dozen or two apples on her back with a sour attitude. The cyan pegasus was _not_ looking forward to this. Applejack had managed to rope Rainbow Dash into helping setting up her apple stand today, it wasn't very difficult, Rainbow was distracted by her Daring Do books to pay attention to the earth pony.

Naturally, Rainbow didn't hesitate in assisting Applejack (even _if_ she can't remember promising to assist to begin with) being the Element of Loyalty has its downfalls. Lounging around, pulling pranks and flying sounded a lot more fun than selling _apples_, but a promise is a promise and Applejack is a friend even _if_ she was overly enthusiastic about this.

"Thanks again for offerin' to help Rainbow," Applejack said as she stopped beside Roseluck's flower stand and began to set up shop.

Rainbow grimaced. "No prob, happy to help, but, uh, how long will this take?"

The earth pony happily put up her Sweet Apple Acres sign over the stand and began setting the apples beside them, grinning as the fruit gleamed in the sun. "Ah hope to sell everything we brought, so, that _might_ take a while. Why? Got somethin' to do?"

The pegasus considered for a moment, refraining from mentioning that she wanted to get back to reading and shook her head. "I guess not. But AJ, I don't think we can sell everything today." She looked at the apples she brought, in total there were at least a hundred apples, and it would take Flim and Flam to be able to sell everything here.

"Can't hurt to give it a try," Applejack responded cheerfully. "Apples here! Fresh apples from Sweet Apple Acres!"

Her demanding voice and Southern twang caught the attention of everypony there. Applejack may not be the most business savvy and may not have the wealth of knowledge that Twilight has, but her charisma and energy was more than enough to attract everypony to her stand.

Soon enough, there were plenty of customers practically throwing bits at Applejack for her produce. If her famous reputation for her grade A apples weren't enough to lure customers, her charisma would be more than enough.

Rainbow Dash's duties were easily outlined by the farm pony. She was to assist in bagging the product and reload the canisters when needed. Rainbow originally figured that this process would take ages considering the lackluster population of Ponyville, but there were ponies buying apples by the wagonful! This would be a cinch!

Applejack kindly thanked the batch of ponies for their patronage and prepared to deposit the bits when another customer had approached already.

"Howdy there!" Applejack turned to the pony with a friendly enough smile. The stallion wore a smug smile that went perfectly with his ridiculous bowtie and coat. He didn't say anything to Applejack and instead tugged his bowtie off his neck and showed it to the mares.

"That proof enough for you?" he asked with a voice barely containing his excitement.

Before Applejack could muster a response, Rainbow beat her to the punch. "Uh, what're you talking about? You gonna buy something or what?"

"In a bit," he answered before trotting away.

Applejack turned to her winged friend for some plausible explanation, the only response she received was a shrug and a bored expression. Ponyville was nothing without its eccentric residents, after all.

"Ooh, look at that _apples_! Love a good apple." Directly behind Rainbow Dash stood that same pony, curiously eyeing the basket of apples before him. Rainbow and Applejack stared incredulously at the stallion.

"Ya gonna buy something this time?" Applejack asked.

"Excuse me?"

"You came by like ten seconds ago, took off your bowtie, and just walked off without buying anything," supplied Rainbow impatiently.

"Why'd ya do that anyways?" the farm pony asked.

He looked confused for a moment but smiled brilliantly all the same. "Oh, I'll explain later. I'm Time Turner, by the way, how much for a few apples?"

"Time Turner?" Applejack repeated, staring intently at his face. "You… look familiar, haven't Ah seen ya around before?"

"Not me, no. New face." He opened his mouth as if to show her his teeth. "Twelfth one."

Applejack grimaced slightly, trying to place him in her memory but to no avail. Finally, she shook her head and answered him, "Five bits for a bushel."

"Bits huh?" he mused. "Strange currency, but what can you expect from ponies huh?"

"You say that like you aren't a pony," remarked Rainbow.

"I'm afraid I don't have any, heh, _bits_ on me," he said sheepishly.

Applejack's hospitality disappeared instantly, frowning at the strange stallion who wasted too much of her time, still, it wasn't like her to snuff a pony regardless of how they acted. "Oh, well, thank ya for yer interest but we take cash only."

"Oh, but ah, I'd like to know your names of course. I'm new here, you see, opening up a much needed clockwork shop and such and it'll be beneficial if I become neighborly," he said, stopping Applejack from leaving the conversation.

"I'm Rainbow Dash, this is Applejack," offered the pegasus, sensing Applejack's impatience. "Clockwork shop huh? Might be nice having a clock, I guess."

Applejack scoffed lightly. "Not like it'll make you any more punctual Rainbow. Yer always late to Pinkie's parties, not to mention keeping up with the weather schedule."

"_Fashionably_ late," Rainbow corrected. "It's something _cool_ ponies do, you wouldn't know about that AJ."

"Heh, sure," amended Applejack, wary of her defensive nature and impulse to argue. "Now, is there anythin' else ya need Time Turn—" she looked around to find that he was gone.

"Or not.."

_Golden Oaks Library_

_Sometime later_

Twilight was barely finished her letter to Princess Celestia when the Doctor came strolling in. The arrogant Time Lord wore a smug expression with confidence she could practically see radiating off him. "What's got you in such a good mood?"

He chuckled as he ran his hoof through his mane. "Nothing much, just took a little stroll through town, _lovely_ place. I met some ponies along the way, several of which, I believe, are your friends?"

The Doctor recounted his experiences with Twilight, delighting upon his explanation of his encounters with her closest friends. Although Twilight was happy with how well his day went – with a few exceptions – she was admittedly jealous of how easily he was able to encounter all of them, as if guided by some external force conveniently meeting everypony.

"Oh, Twilight, have you any place where you can gather all of your friends with no one else around?" he asked suddenly.

"No_pony_," Twilight automatically corrected. "But, yeah, why?"

"Personally, I think one needs a flair for theatrics. One's entrance should be exciting, but one's exit should be just as equally as exciting." The Doctor gave Twilight his best mad-pony smile. "And I can't _wait_ to see the looks on their faces when I show up."

Practically squealing, the Doctor ran off to the basement and within moments left with his TARDIS. Twilight sighed, unsure of how to interpret all of this. She's been through so many things after moving to Ponyville, but this was on another level. Glancing at her letter from the Princess, Twilight almost reconsidered for a moment but quickly made up her mind.

Making her way to the door, Twilight thought of who to see first when it opened and Spike stepped through with a few cupcakes in his claws.

"Hey, Twi, I brought you a cupcake—whoa! What's the hurry?" He dodged her as she nearly barreled right over him. "What's the hurry?!"

"Nothing, gonna meet up with Pinkie, is she at Sugarcube Corner?"

"Yeah! Why?"

Twilight grinned to herself, ignoring Spike's question and running off to the confectionary, elated at coming events.

_Midnight_

_Horseshoe Pointe_

The Doctor certainly did have a flair for theatrics. He had her waiting here for _hours_ before delivering a note indicating his arrival. Twilight scoffed, annoyed and intrigued at the Doctor's fascination with the number twelve, maybe it was an ego thing.

Still, the ponies arrived on time. Twilight could hear their conversation as they came up the considerable hill; Rarity, Applejack, Pinkie and Fluttershy walked together up the hill while Rainbow hovered above. Once they spotted Twilight, their expressions didn't improve, save Pinkie's who bounded toward her like an excited dog.

"Ooh, is this a surprise party or something? I didn't bring any snacks but I've got this!" She shook her head madly and a few bits of candy fell out of her mane. Twilight chuckled, declining the mane-candy, but placated her by saying she could have it all.

"Twi', why in the name of Equestria did ya bring us up here?" Applejack asked straightforwardly.

"Though I don't mind the view so much, this is cutting into my beauty sleep, darling," added Rarity.

"Don't tell me you brought us out here to show us another one of your encyclopedias?" groaned Rainbow Dash. "I told you Twilight, it's cool that you know every constellation, but you don't need to remind us every week."

Fluttershy timidly reassured Twilight that she didn't particularly mind being brought here, but Twilight turned to the group in total. "I've got something important to tell you, it's… big."

"Ooh, bigger than your discovery of Daring Do's lost volume?" asked Pinkie.

"Yes," Twilight said, a bit embarrassed as she remembered her overreaction when she found those books.

"What is it darling?" asked Rarity.

"Are you okay?" worried Fluttershy.

"I'm fine… I think. I need to show you girls something, before he gets here."

"Who?" Applejack asked.

Twilight ignored her and produced a letter from her saddlebags. Although the girls didn't receive correspondence from the princess as often as Twilight had, they still recognized the Canterlot Royal Seal and Princess Celestia's writing.

_Dear Twilight,_

_My most faithful student, I've come across some news of your encounter with the pony who calls himself 'The Doctor'…._

It only took a minute to read the letter in its entirety, but it felt like an eternity for Twilight. She wasn't very sure why this letter made her nervous, but the fact that Princess Celestia had met the Doctor already made Twilight feel guilty, as if she were caught doing something bad.

"I don't understand," said Rarity finally. "Who is this Doctor?"

"Ooh! I know him!" cried Pinkie. "He's Doctor Clockwork, right? I met him earlier right before I sent him flying with my catapult!"

"That weird pony with the bowtie?" asked Rainbow Dash. Pinkie nodded fiercely. "Yeah, we met him too, he called himself Time Turner."

"He told me his name was Sepia Tock," added Rarity with a nod from Fluttershy.

Twilight chuckled. "I guess he took my advice. Sorry girls, those are obviously fake names, he calls himself the Doctor and—"

"And Celestia is askin' us to foalsit him?" interrupted Applejack, who stubbornly shook her head. "Ah'm sorry Twi, but Ah don't get it. Is he dangerous or something?"

"N-no, well, _yes_, but—"

"But, why is she asking us? If he's so dangerous, why isn't he locked up or something?" Rainbow asked.

"It isn't that simple, he's just—"

"He didn't seem dangerous to me. He was funny! And he can talk to foals too!" insisted Pinkie.

"Girls!" Twilight cried, preemptively squashing the ensuing argument. "He's dangerous, yes, _but_, he's a good pony. Just a few days ago he stopped an alien invasion lead by monstrous trees!"

Everypony responded with a resounding "Huh?"

"Look, that doesn't matter. Thing is, the Doctor is an alien. He isn't from this universe, he somehow dropped here by accident and has no way to get back."

"An _alien_?!" Applejack chuckled skeptically. "Now Ah've heard everything."

"It's true," insisted Twilight. "He may look like a normal pony, but he is far from normal."

A murmuring of agreement answered her.

"Supposin' we believe you," started Applejack. "What's that gotta do with us?"

"The Doctor is alone here, trapped in this universe with no way to return home. I think we should help him. Can you imagine that? Being so far away from home with no way to go back? Being so alone? He must be so sad."

The girls didn't respond, neither agreeing or disagreeing with Twilight's thoughts on the eccentric Doctor. Applejack felt, however, that this sympathy toward the Doctor was triggered because of how much he reminded Twilight of herself before she came to Ponyville.

The only difference was now the Doctor had Twilight to look after him.

"I dunno Twi," Rainbow muttered. "When he showed up in front of us, he didn't look very lonely."

Before Twilight could respond, Fluttershy, of all ponies, spoke first, "He did to me." Suddenly aware of all the unwanted attention on her, however, Fluttershy shrank slightly. "I-I mean, I could see it, the loneliness I mean. In his eyes, didn't you notice? They were so sad."

"I suppose if Fluttershy says so, I can't help but agree," said Rarity.

"So, what? You want us to be his friends?" asked Rainbow.

"We should definitely throw a party for him!" interjected Pinkie.

"Well, yes, hold the party though Pinkie. You girls helped me so much when I came to Ponyville, and it might be too much to ask, but I'd really appreciate it if you'd help the Doctor in the same way."

Applejack chuckled, slightly put off by Twilight's ambiguous request. "If ya wanted us to be his friend, all ya had to do was introduce us to him. No need to bring us all the way out here."

Twilight looked up at the night-sky with a concentrated expression. The girls looked up to try to find whatever she was looking for but to no avail, until a gust of wind blew through the hill, nearly sending Applejack's revered hat flying.

"Oh, yes, I did AJ," answered Twilight with a rakish smile disturbingly resembling the Doctor's. "Where else would the Doctor park?"

"_Park?!"_ cried Rainbow and Applejack as the wind became to violently churn over them. A lyrical noise thundered over the hill, like air being pumped through a mechanical exhaust. It was so indescribable and enchanting that everypony watched in shock as a large blue box materialized in front of them.

The air became still and everything was silent. They weren't even very surprised when the doors opened and the Doctor stepped out with his smug smile.

"Hello!" he beamed at the ponies. "I bet you lot have several questions in mind, don't worry, I'll cover it all in a bit. I hope Twilight has explained to you who I am and my situation here, but just in case she hasn't, I'm the Doctor and this is the TARDIS!"

He jumped out of the TARDIS, spun around and spread his forelegs in perfect showmanship to display the magical box. "Time and Relative Dimension in Space, best ship in the universe and hopefully you'll agree in a little bit."

"Wait, wait, wait, you really are an… _alien_?" asked Rainbow, still skeptical despite the fact that he literally appeared out of nowhere.

"In this case, yes, I am the alien in this situation, though my body is that of a pony's. _Well_, except the fact that I've got two hearts and a highly evolved immune system. But first I want to propose something to you. A question, a simple one really, probably the most important question in your entire lives!" Twilight rolled her eyes with a smirk as the Doctor yammered on dramatically, this pony may be an alien but he _loves_ to show off.

"Want to see the universe?"

"And what do you mean by that?" asked Rarity with some composure in her voice.

"You see, after sending you lot through my rigorous screening program—"

"Rigorous screen program?" parroted Rainbow.

"—I've decided to take you on as my companions!"

"Companions?" echoed Fluttershy.

"Blimey, is there an echo here? Yes. To take you to see the wonders of the universe, to every supernova that ever was, every black hole, everything in the infinite expanses of time and space!" He looked out to the star-struck expressions of everypony and couldn't suppress his growing smile.

"In a blue box?" asked Applejack.

"Brilliant isn't it?"

"It looks a little cramped mind you," remarked Rarity.

"Oh, don't worry, there's plenty of room for us. Come and see." With that the Doctor turned right around and stepped inside the TARDIS.

Unable to contain her excitement, Rainbow was the first to step forward, ready to follow him when Applejack intervened. "Wait! Ah don't know about this."

"Oh, don't be a wet blanket," sniped Rainbow. "If the Doctor is everything he says he is, then this is gonna be awesome!"

"Don't tell me you actually believe him," Applejack countered.

"If you have doubts, then follow him in and find out for yourself," said Twilight with a mischievous smile. She entered the TARDIS, closing the door behind her leaving everypony else.

"If Twilight trusts him, then we would be foolish not to. She's never led us astray, after all," Rarity said.

Applejack grimaced, finding it difficult to argue with that before finally nodding. And, as a group, the ponies opened the doors and walked right through.

…

To stop right inside and gaped at what opened up before them. They stepped into an entirely different _world_ it felt like as this impossible box opened up much bigger than physics should allow. Twilight and the Doctor stood at the large console atop the platform, grinning impishly at the group.

"Impressed?" asked the Doctor.

Nopony could say anything but stare wide-eyed at everything. Moments past before everypony – save Fluttershy who stood there completely mute and Pinkie who jumped around the platform excitedly – ran right outside and circled the impossible box.

The Doctor chuckled wistfully as the mares returned into the box and muttered those famous words, "It's bigger on the inside!"

"Really? Smaller than usual…" he off-hoofedly remarked as he operated the controls.

"Y-you weren't lyin'…" muttered Applejack.

Everypony made their way up the staircase to meet the Doctor who was busy at the controls. Rainbow could hardly contain her excitement as she flew right behind the Time Lord, asking about the function of every button and lever she could see. Rarity remarked about the possibility of such technology implemented to her close while Pinkie wondered if there was a bakery inside.

"Don't press that," he warned Rainbow. "That will blow up the sun. Sorry Rarity, afraid we can't make your closet bigger on the inside for your own needs though we do have a considerable wardrobe below. And… I'm not sure actually Pinkie… never needed a bakery before."

"What're you doing?" asked Twilight as Applejack finally joined the group.

"Now that I've shown them the place, I figure it's time for demonstration!" he laughed. "Where do you want to go first? Any time or place you want!"

"Whoa, whoa, this is a _time_ machine too?" Rainbow asked.

The Doctor's face broke up in an infinitely mischievous smile. "Yep."

"Prove it."

"I thought you'd ask that." With a flip of the lever, the entire TARDIS shook, throwing everypony, save Twilight and the Doctor, off their hooves and tumbling all over the place. After a few moments, the movement stopped and the Doctor giddily jumped down the stairs.

He excited the TARDIS and came back only ten seconds later. He threw his bowtie at Rainbow and Applejack both of which fumbled with the piece of fabric, staring at it dumbly before recognizing the significance behind it. "B-but that was _hours_ ago…" muttered Applejack.

"No _way_! That was you back then? No wait, just now… I mean… Ugh! Time travel is confusing!" cried Rainbow who was beginning to develop a headache over the implications of time travel.

"Confusing, yes. Dangerous, definitely yes. Crossing personal timelines and established events is forbidden," he said solemnly before breaking out in a wide smile. "Except when you've got to make a point or for a laugh."

"Wait, why us?" asked Rarity, breaking the mood severely. "I mean, Twilight I can understand, but why are you showing this all to us?"

"Why not?"

"You're asking us to travel through time with you," insisted Rarity. "There must be a reason."

The Doctor fiddled with the controls for a moment, recalling the conversation he had with the princess so long ago…

_"Elements of harmony?" he echoed as the Princess led him toward the main room. All around them in full display were large glass-stained windows depicting ponies throughout history. He recognized Princess Luna and Celestia in a few but as they continued to the modern age there were more ponies in the art, including Twilight Sparkle. "Like knights at the roundtable."_

_"Something of that sort." Celestia nodded toward a particular window which had Twilight surrounded by five other ponies blasting another pony with magic. "They are powerful artifacts which draws the magic of friendship in its wielder to produce monumental magic. Twilight and her friends are the current wielders of the elements."_

_"Why are you telling me all of this?" asked the Doctor warily, after all, it felt suspicious that Celestia would just explain everything about her arsenal after threatening him._

_"No need for suspicion," she placated. "I admit, knowledge of the Elements of Harmony isn't exactly common, so, my explaining it to you may come across as strange. But, I have my reasons."_

_However disarming Celestia was behaving, The Doctor never dropped his guard._

_"I'm still unsure of your intentions, Doctor, no matter how charming you may behave. And while it would be simpler to place you under lock and key, my solution is beneficial to all of us. I will place you under the watchful eyes of the Elements of Harmony."_

_"What? Like baby-sitters?"_

_"Nothing of the sort," Celestia promised. "More like… insurance. I'm not sure where your travels will take you, but I can tell that you come a long way and you intend to travel far from Equestria. In the event I am unable to act, the Elements will act in my stead."_

_Although her words were neutral, the Doctor could tell that she was talking about acting against him, if need be._

_"I'm sure you'll find them as worthy companions. They are all brave in their own right."_

_"They're always brave…"_

The Doctor shook his head and plastered on a comforting smile. "I choose my companions wisely, and you fit the bill perfectly. Isn't that reason enough?"

Rarity was about to voice her concerns again when he bounded toward the staircase and faced all of them. "Well then? You've got all of time and space to choose from, where do you want to start?"


	5. Phoenix Island

_The Carousel Boutique _

_32__nd__ of Summer, 1002 C.R._

"I can't believe I agreed to this," the Doctor muttered, trying his very best to remain still as Rarity went to work. Pins and fabric flew in a hurricane of color and awfully pointy things aimed at the Time Pony. Rarity gave a small smile as she went to work assembling the outfit as naturally as the Doctor would a timey-wimey device with all the expertise without the technobabble.

"Just a little more, darling, now hold still won't you?" Rarity set another fabric against the Doctor's cutie mark and he yelped as the pin went in a bit deeper than expected. "Oops, apologies."

"Honestly, Rarity. I am _not_ a dress-up doll for anyone—"

"Any_pony_," Rarity corrected coyly.

The Hourglass Pony rolled his eyes as the constant reminder of the equine themed lexicon was thrown against his face once more. He had initially figured that it would only take a few days to get used to the plethora of pony puns, seeing as he's mastered a billion languages and the advanced comprehension of multi-dimensionally travel.

Obviously not.

Some words were just so unbelievable that the Doctor refused to acknowledge them, names of cities or towns, for example, were so bad that the thought of them made him cringe. He refused to believe a place called Trottingham actually existed, despite having claimed to hail from there as a front.

The girls were _kind_ enough to correct him whenever he made a mistake and were infinitely gracious enough not to poke fun at him because of it.

"It is high time you learned how to speak like a regular pony, Doctor. We can't have you running around like a foal, now can we? Somepony who can traverse through time and space and can't remember a few idiosyncrasies is an embarrassment to travel with."

Most of the time.

"I'll have you know Rarity that I've seen things you wouldn't _believe_! The Lost Moon of Poosh. The Medusa Cascade. Demons' Run. Raxacorci—MMPHF!" Before the Doctor could continue his predictably long-winded rant, Rarity stuffed a pin cushion in his mouth and hummed as she continued her work.

"Yes, yes, very impressive Doctor," she absent-mindedly said, uninterested in the stallion's attempt to woo her. Once she got in the zone, she was nigh impossible to detract. "I must thank you for volunteering. It isn't every day I get a model of your… physique. Big Mac would be an appropriate stallion model if not for his bulky figure. I've never meet a stallion with such a svelte figure. It would be a crime not to take advantage of that."

The Doctor would've corrected her on numerous things had he been able to speak. One, he hadn't volunteered as she suggested. Twilight tricked him into accepting the task in order to prevent the love-stricken Spike into offering all of his time at the Boutique as he always did. And two, he wasn't _svelte_, he was trim and well kempt.

Two more pieces were pinned against the Doctor's barrel and Rarity stepped back to take a look at her work. With a satisfied smile, Rarity levitated the pin cushion from his mouth, to which he gracefully spat out disgustingly. "Well? Some of my best work, obviously."

He took a hard look at the many mirrors that circled him and grimaced. It was very strange how many parallels this universe had from his home universe despite the equine populace. Although the differences are grand, the similarities are almost strikingly equal. Therefore, the very Victorian inspired dress that the Doctor now wore was so similar to the customs of the era in question that he suspected they were absolutely authentic.

He wore a black Victorian coat, with many exaggerated white frills under his neck. With a red waistcoat and proper cuffs, the outfit only reminded him of his eight life and the horrible fashion sense he apparently had back then. Honestly, what was he thinking?

"And you mock the bowtie?" sniped the Doctor. Rarity only frowned, she wanted to avoid the argument because it only had one possible outcome. With the Time Lord whining and complaining and Rarity having apologize and conceding to the fact that he "pulled it off well!"

She once made the mistake of poking fun at his eccentric choice of accessories and she never heard the end of it. She held up her hooves in surrender. "We're not getting into that Doctor, I've said my piece and that's that."

"But bowties are c—" She stuck a hoof in his mouth, stopping in his track. If she heard that dreaded statement once more she'll blow a gasket.

"No. Just… no. And anyways, I believe this looks quite dapper on you. For some reason, it just looks right on you," Rarity appraised the outfit on the admittedly suave Time Pony. She had expected him to take the compliment but he only made a face and tried to claw the outfit off.

"Maybe in my younger years, but retrospectively speaking I must've been half-blind back then. No, no, no, certainly not for me Rarity. Now, can you get this blasted thing off me?" He tugged at his clothes as if they were constricting him, like a foal would when wearing their school uniform for the first time. Rarity rolled her eyes and levitated the clothes off.

A few moments later, and the Doctor was redressed in his "normal" clothes. Adjusting his bowtie and fixing his wild curly mane, he smiled at his reflection. "Are you _sure_ I can't adjust your ensemble a little bit? Your, ah, 'brainy specs' don't go with that coat." She wanted to mention the bowtie, but the Doctor was fiercely loyal to it.

"No, thank you Rarity," he answered quickly. Wiping a bit of unseen dirt off his lapel. "Traveling through time and space, you need _style_! And I'm chockfull of it!"

"Well, you're chockfull of _something_ alright…" she muttered putting away her materials. Thankfully, the Doctor either wasn't listening or didn't hear.

"By the by," Rarity began. "I saw Rainbow Dash dropping by the library this morning, any particular reason?" The somewhat famed pegasus was well-known for her athletic ability paradoxically in tandem with her laziness and her self-proclaimed dismissal of books and anything "egghead worthy". So, the fact that she would visit the library very _early_ in the morning was both a sight to behold and a mystery.

"Research!" The Doctor answered with a rakish grin.

"Researching what?"

_The Golden Oaks Library_

_The Same Moment_

To say Rainbow Dash wasn't categorically chaotic and inconsiderate toward Twilight's beloved books was like saying Spike only has a minor crush on Rarity. Using her esteemed pegasus speed, Rainbow flew around the library like a miniaturized tornado throwing books by the dozen off their shelves.

This mishandling of her precious books made Twilight cringe every time she passed another shelf.

"No! That's biographies!" Twilight tried to cry as the _Volume of Influential Ponies_ fell to the ground.

Rainbow, thankfully, stopped for a moment with six books stacked on her back and a madpony smile on her face. Twilight was a bit thankful that her friend decided to visit the library for a change _other_ than asking for assistance for a trick, but this was ridiculous.

Looking around at the mess, Twilight grimaced. "Got what you needed?" she deadpanned.

"Yep!" quipped the pegasus as she sat down with all of her books and began to run through them. "I wanna go somewhere awesome this time. I mean, no offense Twilight, but your choices haven't exactly been… oh, what's the word… fun?"

Twilight huffed. The witnessing of the 52nd Summer Sun Celebration was _plenty_ fun! The only thing better was when they went back to see the writing of _Magical Mysteries and Aliments_. Sure, the author took thirty-two hours to write the foreword and eventually lost his copy in a bizarre fire and both the Doctor and Rainbow ran off and got in trouble with the Royal Guard but _still_!

Even though a number of comebacks have been carefully calculated by Twilight, she said nothing and began to clean up as Rainbow got to work studying. It was slightly weird to think just how much the Doctor has changed things around here. Rainbow would _never_ drop by the library for the sake of studying up on _history_ if the prospect of actually dropping by the see the events wasn't possible. And the fact that time travel has become so… _commonplace_ for the mares that they actively plan their next adventure as easily as one would plan a vacation was a bizarre thought.

Although the trips haven't been as perilous as the first day the Doctor arrived, Twilight couldn't help but feel an undertone of danger. Whenever she stepped into the TARDIS or even talked to the Doctor every cell in her body screamed, _"Danger! Get away from him!"_

There was so much about the Doctor that none of them knew. He talked a lot (even more than Pinkie Pie) but he never really _said_ anything.

She couldn't shake the feeling that he was infinitely more dangerous than anything she'd ever encounter. But, at the same time, she felt so safe next to him. It was complicated. Twilight hated when it was complicated.

"Ooh, how about when the Wonderbolts were first formed to combat an F4 storm?!" Rainbow suggested, joyfully shoving the book in Twilight's face. She considered for a moment and honestly didn't have a proper answer. Time travel always came with consequence, whenever they traveled, the Doctor always made sure they made little to no contact with important historical figure and often times refused to take them to certain places like the day Princess Luna became Nightmare Moon.

Even though it had been only a few days since that fateful night, it was still clear in her mind.

Horsehead Nebula glowed before them in a brilliant display of cosmic wonder as the vastness of space looked ablaze from inside the TARDIS. With some assistance from the Doctor and Rainbow Dash everypony took turns flying around the miniaturized atmosphere shell around the TARDIS, gaping in awe at the sight of deep space. Even the usually timid Fluttershy was rendered speechless from wonder rather than fear.

"The TARDIS is still acting up," the Doctor muttered to himself as he fiddled with the controls. "I figure it would've been safer to take you up here rather than the moon, she won't go there properly for some reason."

"Still, it's beautiful," Twilight said, trying to keep down her joy.

The Doctor gave her a brilliant smile: smug, arrogant, and way too confident. "I know!"

Excitingly, the Time Lord, with librarian in tow, ran down the stairs and poked his head out the doors. Just above the TARDIS were the mares floating gleefully in open-space, hooves hooked together so they wouldn't careen too far with Rainbow holding on to the TARDIS as a tether.

"My little ponies!" he called. "I need you all to come down here for a bit."

They obliged. Within a few minutes, they stood before the Doctor all chattering about the possible implications with this wondrous machine and its brilliant pilot. The Doctor, although sharing their excitement, wore a serious expression trying to calm them down.

"Now, it's been a while since I've addressed a group this big, so, bear with me. But there are a few ground rules I'd like to go through first."

Rainbow groaned, obviously annoyed at the prospect of restrictions.

"Don't worry, nothing too major, but with a time machine there must come some sense of responsibility and diligence."

Twilight rolled her eyes but didn't bring up the fact that he abused time travel only a few minutes ago to show off for them.

"One: no messing with established events. See, with time travel things can get complicated very fast and I try not to interfere too much; it's a rule that I've always stuck with and it's worked out so far. Now, with time there are events that must always happen; fixed points. Time is always in flux and history can be altered around it, but fixed points can never be altered, trust me, it isn't pretty."

The group listened intently, humor and mirth lost as the Doctor explained. As goofy and care-free as the Doctor appears as it was easy to tell that he took these rules seriously, as if he witnessed the consequences and didn't want them to happen again.

"Two: I'm in charge. There will be no arguing that, this is my time machine after all. Follow my orders and anything I say in our travels and everything will be fine, oh, and try not to wander off. And three, the simplest one that I know you all will follow. No matter how scared you get, no matter how dark and hopeless everything may seem, never run when you're scared." The Doctor smiled at them, it was such an honest expression that it was incredibly contagious and eventually everypony shared his goofy smile. "Trust me."

Whenever the Doctor explained time travel, it always gave Twilight a headache but she tried her best to follow. She wasn't sure what the implications were in some scenarios, like, what if the founding of the Wonderbolts was a fixed point in time? What if it wasn't and only occurred because they traveled back to influence the event? What would happen if the storm didn't? If one little thing was off in one major event, everything could change. She always deferred to the Doctor with stuff like this, but considering him a serious and responsibility chaperone was difficult.

"Maybe, but I don't know Rainbow. That sounds like a pretty major historical event, I'd hate to imagine what would happen if we interfered too much," she finally answered.

Rainbow made a face and looked at the book. "I guess you're right, but still Twi, isn't this awesome? We've got our own personal time machine!" She saw Twilight expression and quickly corrected herself. "Well, not _ours_ but still! All of time and space available for us? Ha! Next stop anywhere, am I right?"

Twilight couldn't help but smile at her friend's enthusiasm and decided to help her out a little. She took a seat beside her and tried to pick out every sensible destination possible.

Ten minutes later, all of her suggestions were immediately rejected.

Twilight groaned and slammed her head against the table. Twenty-three suggestions were even considered by Rainbow, as soon as Twilight held up a book Rainbow immediately shook her head and suggested an outlandish location. It was frustrating! Twilight felt like she was dealing with the Doctor whenever he got fussy like not bothering to lower the TARDIS's shields before landing or just sauntering off to find trouble.

It dawned on her how dangerously similar Rainbow's taste of adventure was to the Time Lord.

"Ooh, what about this?" Rainbow slid a book toward Twilight. It wasn't a history book, she could tell from the cover _Mythological Mysteries_. Twilight resisted the urge to roll her eyes. This wasn't a credible source of information, it was a book of fantastical myths romanticized by very bored authors with overactive imaginations. Admittedly, _some_ places and ponies mentioned in the book did exist in some form or another but nothing was ever concrete. Twilight, the paragon of logic, considered a book like this to belong in the fiction section of the library.

The page that Rainbow had opened to depicted an island covered in a rainbow hue of colors. _Phoenix Island_ the picture's title ran. It was a lost island that adventurers sought for centuries, with impossible treasures and beautiful scenery. No such island ever came up during Polo Pony's worldwide exhibition and according to the myth, a massive tidal wave sunk the island to the depths of the ocean.

Very convenient.

"A mythical island that nopony has ever found? That sounds as plausible as an island filled with dragons," Twilight dryly remarked. Rainbow, however, wasn't deterred by her negativity and only maintained her powerful smile.

"What if it _is_ real Twi? Then we can be the first ponies in history to find it!" she said, pumping her legs up in excitement. Twilight needed to think up of a counterargument, this type of impossible adventure was right up the Doctor's avenue. He's the first pony in line to argue that history was wrong about something and that he's right, like as always. He'll be drawn to this goose chase like Pinkie Pie to sugar.

"Think about it though, Rainbow. The island _can't_ exist, otherwise we would've discovered it a long time ago. I mean, look"—Twilight flipped through the book and opened up another page - "This book also says that changelings originated from the moon. You can't exactly take a book like this seriously."

"Twi, I'm not sure you realize but we're now best friends with a time traveling alien with two hearts who has a box that's bigger on the inside. I think we're allowed to broaden our horizons a little bit," Rainbow argued.

"Still, it doesn't mean we should accept every little thing this book suggest about mythical islands and creatures that don't exist. All I'm saying is that we should maintain a little doubt and rationalize the situation rather than let our imaginations run wild."

Rainbow made a face and Twilight knew she had won the argument. Hopefully, this will get Rainbow to reconsider and choose a _plausible_ destination rather than listen to idle mythical gossip.

"The Doctor will agree with me," Rainbow said.

Twilight's eyes widened. The conversation is going in the wrong direction. He will agree in a heartbeat and then Twilight will have to tag along to be the voice of reason but will inevitably be ignored by the excitable ponies. "We shouldn't waste the Doctor's time with this and we can't afford to use up any fuel the TARDIS doesn't have to spare."

"Pfft, you're just scared that you'll be wrong for once. I'm going to show this to the Doc and see what he has to say about it." Rainbow made for the door but Twilight teleported in front of her, stopping the pegasus in her tracks.

"No, that's fine. I'll take it to him. Just hand it over to me," Twilight kept the panic out of her voice as best she could but Rainbow arched an eyebrow in suspicion.

"That's fine, Twi. I can do it." Rainbow settled on her hooves in front of her, though her words were friendly enough her body tensed as if preparing to flee quickly.

"Rainbow, I insist."

"I don't want to bother you, Twi, it's okay."

"It's no imposition, just hand me the book."

"Twi…"

"Rainbow…"

Out of the corner of her eye, Rainbow spotted a large book in the corner. Hm, maybe… "Oh, what's that? The cover for that book is frayed!"

As expected, Twilight turned to where Rainbow was pointing and for a split second she was perfectly distracted. Rainbow leapt with all of her strength and took flight the fastest she was capable of. In a powerful gust of wind, Rainbow disappeared from her spot, flew over Twilight, opened the door and made her way outside.

Twilight cursed her weakness for a book's integrity.

She took chase.

The Doctor walked down to the library with Rarity at his side blabbering at his usual 900 mph rate of talking. Rarity did her best to keep up, but when the Doctor got rolling you'd need a translating to catch whatever he was saying.

"Then, the Cyberking stood from the Thames and I met him with the TARDIS, well, not the TARDIS exactly but still, and figure I didn't have much of a choice so I had—"

"Ah, Doctor. As engaging as that story is, I'm afraid I don't quite understand what you're talking about. What is a Cyberking?"

The Doctor pursed his lips and gave Rarity a severe look. He didn't very much enjoy repeating himself especially when he has explained things in such a simple manner that a baby could understand! That's one of the things that bothered him with his companions, it felt like whenever he spoke no one listened or looked at him with bewildered expressions.

"Never mind, not like that story was life or death," he grumbled sullenly.

"Darling, _all_ of your stories are life and death," Rarity reminded him. "Now then, where have you planned our next adventure?"

The Time Pony raised an eyebrow. Rarity wasn't one to be interested in traveling in the TARDIS, sure, she had enjoyed it as the other mares had but she hadn't expressed where she wanted to go or any interest in wherever anypony else wanted to go. She was just around for the ride, so to speak. Still, enthusiasm like that should never be ignored.

Unless, of course, there's a pegasus racing toward you at remarkable speed.

The Doctor didn't have time to react as Rainbow smashed into him. The two rolled for a good while in a wild dust cloud of rainbow and brown manes before they finally stopped with Rainbow sprawled over a dazed Time Pony. Shaking her head, she looked at the Doctor under her and grinned. Pulling out her book, she showed him the Phoenix Island page. "Hey Doc, figured out where I want to go."

Poor Twilight Sparkle was unable to deter the Doctor's ecstatic mood once he had read all about Phoenix Island and sprinted for the library with her and Rarity in tow. By the time the unicorns reached the TARDIS, the Doctor was already dancing around the console, throwing levers, hammering buttons and toggling switches.

"Oh, horsefeathers," Twilight grumbled, she recognized that adventurous expression in the Time Pony's face. That's usually when things went horribly wrong.

"Phoenix Island!" cried the Doctor as he ran about the console, throwing switches and levers which made the TARDIS churn in response and jostle slightly. "An apparently mythical place that was said to be the pinnacle of technological advances of its time. Explorers had searched for this place to no avail and in the early years of Celestia's reign the island was said to be engulfed in a horrible wave sinking it to the bottom of the ocean."

Rainbow nodded, ensnared in the romantic depiction of legends and myth, while Twilight rolled her eyes skeptically. The Doctor was the type of pony who hated not knowing something so Twilight offered a few books and he ran through them so he could brush up on Equestria history. Naturally, Twilight expected the Doctor to pick something out of _proper_ history, not chase myths and treasure maps.

"It's just a story," Twilight said. "No such island exist, Doctor."

"That's what they said about Atlantis," returned the Doctor. "Lovely place, don't try the fish. Ah! Here we go!"

He threw another lever and the overhead scanner blipped as it ran with data inconsequential to Twilight but disappointing to the Doctor as he grimaced and smacked the scanner. "Hm… navigation is still a bit off…"

"See?" Twilight quipped, a bit of satisfaction obvious in her tone. "Even the TARDIS agrees that the island isn't real."

"Hard to find does not impossible make, Twilight Sparkle, rule fifty-seven. We just need to adjust the settings. The book doesn't mention any helpful space-time coordinates, but no matter! Look at the date of publication and correspond with historical events the author mentions, that'll put us at about one-oh-two Celestia's Reign. And wide-range scanner!" He threw a lever and the TARDIS groaned and tilted, nearly throwing everypony off their hooves but they were already used to such a bumpy ride.

"Ooh, the TARDIS doesn't like that," the Doctor mumbled, running his hooves over the controls to stabilize the flight.

"Then why are we continuing? If she doesn't like it, there's _probably_ a good reason we should go looking!" Twilight argued.

"Oh, come no Twilight, where's your sense of adventure?"

"I think I left it back in our time period…"

"Twilight is right," Rarity interjected. "The TARDIS sounds like she knows what she's doing, shouldn't we listen?"

"Oi!" The Doctor poked his head around the console to look at them properly. He pointed at his face and said, "I'm 1302 years old, I think I know what I'm doing!"

Twilight was happy that Rarity was sensible enough to agree with her. With her, it was now two against two, maybe she could convince Rainbow to agree and the Doctor will take them back.

Suddenly, a wave of emotions splashed against Twilight's mind. It wasn't her own, it felt like it resonated off the console and into her mind. A mixture of emotions ranging from resentment, annoyance, and confidence registered to Twilight. She shook her head to get rid of that sensation, but as she looked at Rarity and Rainbow, she realized they felt it too.

"Ha! See, the TARDIS agree with me," declared the Doctor with a proud smile.

"That… that was the TARDIS?" Twilight asked.

"Telepathic circuits, it's sort of her way of communicating. Upgraded them last time a, ah, friend got in an argument with her and she locked her out."

"Wait, the TARDIS is alive?" Rainbow asked, running her hooves through her mane as if to get rid of that odd sensation.

"Yep. But don't worry, she's nice, you'll get along with her. Told you, best ship in the universe. And now that she agrees with me, that's three against two, we're going!" The Doctor flipped another lever and the TARDIS careened into existence, jumping out of the Time Vortex.

Everypony grabbed hold to avoid being thrown everywhere. The Doctor wrapped his legs around the console and looked at the scanner. "Oh, dear. Brace for impact, we're falling _fast_!"

"Can't you control it?" Rarity demanded.

"No one likes a backseat driver!"

"No_pony_!" snapped all three mares.

"Now? You want to do that now?!" The Doctor slammed his hoof against a button while simultaneously pulling a control and the TARDIS's descent slowed but not fast enough to soften the fall.

The TARDIS slammed into the forest canopy, scattering all sorts of wildlife and no doubt announcing their location to every living thing in the vicinity. Although the exterior was barely scratched, inside everypony could've been a little better.

Twilight was hanging against the railing, groaning and cursing. Rainbow was flush against the doors, equally dazed and annoyed while Rarity had somehow landed on top of the Doctor. Although he would never say this aloud, Rarity could stand to lose a few pounds.

"I-is everyone alright?" the Doctor asked.

"Everypo—ugh, my _head_," groaned Twilight.

"Fine over here," announced Rainbow.

"I'm fine as well, landed on a very comfortable couch," Rarity said.

"Yeah, good for you. Mind getting off? This couch is getting achy." The Doctor stood after Rarity got off and assessed the damage.

"Not bad," he grumbled looking at his console. Patting it affectionately, he smiled at the Time Rotor, glad for the TARDIS's reliability and dependability. "Whew. Well! That was some trip, huh?"

"Not the words I'd use to describe that, but yeah, sure," sniped Twilight. "Where are we?"

"Scanner is down, but we don't need it, that's the point of being explorers! We go out and see where we are. Smell the air, taste the water, feel the alien earth underneath you, isn't that exciting?!" The Doctor grinned proudly and joyfully that Twilight felt compelled to return the smile but she wasn't like him. She didn't jump into the unknown as easily as he did, she studied the unknown until she knew everything about it then she carefully trots into it.

Still, it was difficult to not get excited by the feeling of the unknown. That just right outside those doors is a world nopony outside this group will ever know. The companions straightened up and followed the Time Pony outside the doors.

An impossible jungle opened out before them. Trees twice as tall as the trees of the Everfree Forest surrounded them, the sweet almost sickly scent of a multitude of flowers hit them. Birds and wildlife chattered all around them, it was hard to tell if they were on Phoenix Island or even on an island entirely! The forest was so thick, they were unable to see ten feet into it.

"Doctor, you didn't mention anything about _heat_!" complained Rarity, fanning herself with her own personally embroidered fan.

"How are we sure this is actually Phoenix Island?" Twilight asked.

"We aren't. Well, come on then!" The Doctor sauntered off, leaving Rarity to her complaints before she was forced to jog to catch up.

"Stay close," the Doctor warned Rainbow who looked eager to take flight. "I'm not sure what kind of wildlife we'll find here. Judging by the environment, I'd hazard to guess we'll encounter relatively primitive locals. Maybe _not_ the technologically advanced Phoenix Island but still something at least."

As if trying to disprove them, hoofsteps broke through the forest and a dozen armored ponies jumped into view, quickly surrounding the group. They wore silver armor, billowy capes, large helmets and wielded large guns with their sights firmly fixed on the intruders.

"Freeze!"

The Doctor and the girls raised their legs in surrender. "_Well_, I have been wrong before."

Twilight almost face-hoofed when they were taken to these large vehicles of sorts. It reminded her of the Super Speedy Cider Squeezy 6000, except it was able to fit at least twenty ponies and was silver instead of the extravagant red the Flim-Flam brothers had. _Primitive locals_, she thought, _primitive my right hoof_.

But there was something off about this. The Doctor mentioned that they were in the year 102 C.R. but the technology these ponies had were hundreds of years beyond _her_ time. Had the Doctor made a mistake and took them to the wrong time or an alien planet?

She looked at the guards, quietly appraising them. Nope, they looked like regular ponies with multicolored fur sticking out from their armor and a hint of cutie marks somewhat concealed. As far as she was concerned, these were absolutely normal ponies.

But they looked at Twilight and the others as if _they_ were the weirdos.

"It's true," she heard one of them whisper. "Actual _ponies_!"

"Probably runaways from the Tower," returned his partner.

"Can't be. Why are they… _naked_?"

Twilight blushed in spite of herself.

"Lovely ride!" quipped the Doctor with a smile. "Never have I been taken captive in such a nice vehicle! Amazing design! Though, the silver isn't my thing, what do you think Rarity?"

Rarity looked as comfortable as Twilight felt but she said, "A bit tacky if you ask me."

None of the guards reacted, but they looked at the Doctor strangely, as if they could recognize that he was the leader of this group.

Throughout the twenty minute ride, the Doctor rambled on and on trying to elicit responses from the stoney-faced guards to no avail. Twilight had regained her composure finally, that is until she saw the city.

Plopped in the middle of a massive bowl-shaped canyon sat the silver city, its buildings towered and dwarfed the gigantic trees and it gleamed proudly under the evening sun. Massive domed buildings side by side with skyscrapers ringed the city. From here, Twilight could see the rail system encircle the perimeter of the city and leading outside into the forest. When they got closer, she could see the force field. A silver, practically invisible, bubble covered the entire city and the rails. It reminded her of Canterlot's defense system but it was _much_ larger in scale.

"The Lost City," one of the guards said. "Enjoy how it looks from over here, it'll be the last you can see it like this."

"Lovely," muttered the Doctor.

They traveled into the city which was starkly different from the rugged and wild forest. Modern streets and advanced technology betrayed the untamed outside world they were just in moments ago. Fillies and colts played on the streets dressed modernly and fashionably which, again, made Twilight feel very self-conscious.

They weaved through small streets and alleyways until they reached the center of the city. It was a building that wasn't as tall as the surrounding structures but was nonetheless impressive. Like the city from the outside, it was a large domed shaped building with a transparent bubble surrounding it and showing off some of the interior structure.

Twilight was pushed off the vehicle and prodded to enter the building with the Doctor right at her side and Rainbow and Rarity off the either side. Although she felt fearful, she also felt excited to see what was inside.

"So! Fantastic place! I love what you've done with the place, though, I'll admit, the chrome theme is a bit hard on the eyes. Still, much better than I thought, still, inappropriately named don't you think? Phoenix Island? More like Silver Domes Island," the Doctor remarked.

One of the guards screwed up his face in an expression of disbelief. "Pardon?"

"Phoenix Island, that's what this place is called isn't it?"

The guards chuckled. "No," another answered. "Not sure where you got the name from. This isn't Phoenix Island."

"You got it wrong?" hissed Rainbow.

"Where are we then?" the Doctor asked, ignoring the pegasus's death glare.

The guards stopped and gestured to the right of the city. From there, they were able to see the sun beginning to set but just before it would disappear into the horizon of the forests it hit the force field that surrounded the city. A massive rainbow exploded into view, so large it no doubt could be seen from anywhere in the city.

"Welcome to Rainbow Island."


	6. The Impossible Island

_The Observation Tower, The Lost City, Rainbow Island_

_32__nd__ of Summer, 7:03pm, 102 C.R._

After the guards had conveniently and, quite frankly, dramatically revealed the name of the island to the Doctor, he collected his thoughts and produced a perfectly coherent and eloquent response.

"Not exactly winning any awards for creativity any time soon," he said before placing a bright smile on his face. "Still, lovely place. I'm especially enjoying this hostage situation we're in. Never had I had polite captors, well, on more than one occasion the Master could be cordial."

Once again, the stony-faced guards didn't react and the Doctor sighed under his breath. For once he'd like it if his abductors weren't expressionless mooks and for some fun and originality! Would it kill them to be a little more engaging?

The Doctor took a moment to admire the "Tower" as the armed and dangerous ponies informed them that this was. Despite being called a tower, this building was, in fact, the smallest of the tall skyscrapers with a large semi-transparent dome over top he felt as though he was under observation (which he generally was). There were a number of things that were off in this situation. In no particular order, this _was_ the island he was aiming for, he hadn't gotten that wrong but according to the ponies it was called Rainbow Island.

The Time Pony made a face and glanced over his shoulder to look at Rainbow Dash. The cyan pegasus returned with an inquisitive expression and the Doctor looked away. He wanted to make a quip at how Rainbow had the honor of having an entire island share her name but he wasn't sure if she'd appreciate that.

Next, the technology was _far_ too advanced for this time period. He had spent a few days in Twilight's time period and found no uses of any technology higher than ovens but the city had amazingly contemporary architecture and the guards themselves had guns! _Guns_! Something the Doctor figured would be very difficult for ponies lacking opposable thumbs but they had been modified to fit their hooves.

The entire situation was fishy or the Doctor's name was Lucille.

And it's not.

They were led through the main lobby and other than a few strange looks the trip was perfectly normal. Twilight felt uneasy as they were herded into the elevator and felt the car rise several dozen stories to Celestia knows where. She wanted explanations. If this wasn't Phoenix Island then what in all of Equestria is _Rainbow Island_? Twilight never came across the name in her books before.

As they ascended the Doctor struck up a conversation with Rarity. It was an odd relationship, the fashionista and the alien Time Lord. But, they both had that air of sophistication and maturity and that in rare moments they behaved like adults and could maintain a serious conversation. Still, both of them had their quirks, Rarity could be hopelessly vain and picky while the Doctor would just ramble on and act like a complete foal when he didn't get his way or when he was moody.

Twilight did think it was disconcerting to see just how easily the Doctor got along with everypony, however. At first she was a little worried that the Doctor wouldn't be received well amongst her friends but that was completely tossed aside when he essentially became best friends with them!

She should feel relieved, or even _happy_, by this but she felt slightly unnerved. Twilight couldn't shake this niggling little feeling in the back of her mind. That tiny little voice that keeps screaming at her to stay away from the Doctor.

There are so many unexplained things about him, that bright smile is a façade; he's hiding something.

"So!" the Doctor began, snapping Twilight out of her thoughts. "Where are you taking us anyways? You haven't explained much and I think we've deserved the right to know."

One of them looked over their shoulder at the Doctor and glanced away. The Time Pony figured it was just a standoffish personality but he realized that the pony was wary, maybe even nervous about them.

"You… shouldn't be here," the guard explained.

The Doctor said nothing for a moment and glared at the guard. The pony realized his mistake and quickly amended his words. "The city is a haven. Beyond the barrier and into the Wild is much too dangerous, nopony lives out there because of the creatures that lay in wait. You… I've never seen you guys before but there is no way that you could've lived in the Wild all this time."

"We're visitors then," Twilight amended.

"Yes, here to enjoy the sights of this Rainbow Island," Rarity agreed.

"Shame it wasn't the island we were _looking_ for," Rainbow muttered, glaring intently at the Doctor.

All of the guards turned and looked at the mares strangely, as if they began speaking a foreign language. Twilight figured they had said something wrong which may reveal that they truly weren't around here and began to panic. She was never a great liar and in this situation, well, what could happen? They were in the past, hundreds upon hundreds of years before her own birth, what if they were killed or imprisoned?

She'd be stuck so far from home.

That thought was as scary as failing a test.

"Visitors?" repeated one guard.

"That's impossible. You're either _from_ the city or you somehow survived in the Wild, another impossibility," explained the leader.

"Impossible is my middle name," said the Doctor with a sly smile. "And enough beating around the bush, _why_ is it impossible? You're an island right? It's entirely feasible that visitors can come, right?"

"You really don't know?"

"Know _what_?!" snapped Rainbow.

Then, the elevator doors slid open without a sound and the mares gasped as they stepped out to survey the room. Well, room isn't a good word to describe this. It was immense and domed shaped with windows as tall as Twilight's library surrounding them. In the middle of the room was a large console with an assortment of high-end equipment that vaguely reminded Twilight of the TARDIS's console. Dozens of ponies milled around, working on computers and other lab equipment as hundreds of experiments were being conducted all around them.

In essence it was heaven for Twilight but it made the Doctor growl as he looked at the familiar setting. He was instantly reminded of faux-militant groups like Torchwood or, to somewhat a degree, UNIT when he looked at the scientists and gun-toting ponies working. Not only that, but when he looked out the window he saw why it was so impossible that they were traveling visitors.

A line of clouds gathered several kilometers underneath the island and when they broke through a vast blue ocean was seen even further down along with entire continents. Mountain ranges could be seen in the nearest continent, Equestria, the Doctor guessed, and just the smallest hint of cities and tiny villages that dotted the landmass.

Rainbow Island was a sky island, just as impossible as the Doctor and his companions being there.

"That's…." Twilight wanted to say impossible but after seeing the TARDIS she couldn't finish that thought.

"Whoa, are we really, you know, _floating_?!" Rainbow cried with an impressed tone.

Rarity shot Rainbow a look and huffed. "You used to live in Cloudsdale, Rainbow and your house is made of clouds."

"Yeah, but this is an entire _island_!" Rainbow protested. "That's… huge!"

"The amount of power required to suspend this entire island in the troposphere would be massive," the Doctor muttered, obviously disturbed by this sudden revelation and the implications that went along with it. "Antigravity technology is well beyond this time, not to mention being able to stabilize an entire island producing a self-replenishing atmosphere. There's something off about this, and I intend to find out what." He ran a hoof through his mane and scowled, despite how potentially disastrous this situation was, Twilight couldn't help but feel amazed at the fact that they were currently on an island _floating_ above the earth like a cloud!

"A pony of science, then?"

A stoutly earth pony appeared in the opposite end of the room. The guards stiffened, assuming military decorum and stood at attention as the pony approached. Like most of the ponies they had encountered in the city, he wore a dark purple cloak that obscured cutie mark. Unlike the guards, he didn't seem particularly interested in the group and focused mainly on the console, checking its readings before finally approaching the Doctor who managed a polite enough smile.

"You could say that," the Doctor agreed, beaming at him. "And you?"

He nodded with a proud smirk of his own. "Professor Circuit," he said. "In all honesty, I'm not sure what kind of scientific authority you purport to be, but I can assure you that all of this is perfectly safe."

"Enough authority to know that this type of technology is dangerous on a scale like this," the Doctor answered, all amusement lost in his tone as his expression became set in what Twilight liked to call his 'frowny face'. "If left unattended, the damage this could wreak would be catastrophic, Professor. Where did you get this technology from? Who gave it to you? I can guarantee that whatever they promised they will not follow through."

He raised an eyebrow at the Doctor before glancing over at the mares. Twilight couldn't help but not feel intimidated by this portly pony in comparison to the Doctor's own youthful, trim appearance.

"I'm sure I don't know what you are talking about. And in any case, I have more pressing matters to attend to," the Professor stepped forward and the guards quickly sighted the time-traveling troupe with their weapons. The mares huddled closer to the Doctor as he stood there, impassive and calm. "Who are you?"

"Doctor," Rarity whispered. "Now would be a good time for a plan."

"Yeah, what's the plan?" Twilight asked, running a number of offensive spells through her mind as she calculated the best countermeasures against the guard ponies.

"Twilight, _momentai_," the Doctor answered.

"Mo- what?" Rainbow asked.

"Calm down, take a breather," he explained. "I've got an idea, of course."

Twilight sighed a breath of relief, as silly as the Doctor can behave sometimes he was always dependable in the worst situations. Then, the Doctor took a step, adjusted his bowtie, and reached in his coat pocket, no doubt to grab his trusty sonic screwdriver.

He produced a black wallet and flashed it to the Professor and the guards with a bright smile. "You've got us! It's certainly hard to get anything through you lot, brilliant job! I'm the Doctor, this is Twilight Sparkle, Rarity, and Rainbow Dash, and we're from Equestria's Orbital Welcoming Committee here to extend our hooves to you, inhabitants of Rainbow Island!"

Twilight nearly fell on her face at how completely ridiculous that lie was, there was no way they would fall for that! But they merely stared at the wallet, eyebrows raised, the guards lowered their weapons uneasily and the Professor tensed, a frown forming on his face.

"During one of our localized atmosphere examinations, we discovered an anomaly in sector G and upon extending our scanners, we found this island," the Time Lord smoothly explained with a flourish in his voice and a bright smile. "Naturally, the Canterlot elite went into a bit of a frenzy, surprised to find a massive floating island just off the coast of Equestria. Then, they sent us."

He moved to Twilight's side, wrapping a foreleg around her shoulder and patting her rather roughly. "Twilight Sparkle, my head scientist and scholar!" Just as quickly, he appeared by Rarity's side, surprising her considerably but the unicorn managed a weak smile. "Rarity! My personal fashion designer, in charge of decorations!" Then, finally, he wrapped a leg around Rainbow's shoulder and hugged her closely. "And here's Rainbow, personal guard, captain of the pegasi defense force and the toughest pegasus this side of Equestria!"

The guards wavered, unsure whether to lower their weapons or fire. Looking over at Professor Circuit, they tried to get a reading on his expression only to find it was as conflicted as they were. For a moment, Twilight feared they wouldn't pull this off but Circuit's aghast expression changed into a small smile.

"A-ah, is that so?" he asked trying to maintain his formerly confident tone.

"Yep! We then got on the nearest chariot and Rainbow flew us all the way up here to pop off for a visit."

Rainbow leaned into the Time Pony's ears, concerned about being put into the spotlight so suddenly. "Even _if_ I could fly up this high without overexerting myself, dragging along a _chariot_ filled with _three_ ponies is impossible, Doc!"

"Yes," the Doctor muttered back, still maintaining his diplomatic smile. "But _they_ don't need to know that."

"Well… I suppose your papers are in order then," Circuit mumbled sullenly. The Doctor stepped in quickly to prevent any further questions and wrapped a friendly leg over the Professor.

"Fantastic! Glad that everything is in order, now then, will you show me to the antigravity pulsars? I'd love to see how they work!" the Doctor led the poor Professor toward the main console as the worker ponies dispersed, allowing the two stallions to near without provocation.

The guards, finally, stood awkwardly at attention and merely watched the rest of the mares with slight concern. Obviously the lie hadn't taken well, no matter how good the Doctor's psychic paper was.

"Here are the main readings," the Doctor muttered, scrutinizing a monitor that displayed dozens of numerical values that fluctuated every second and meant nothing to Twilight but disturbed the Doctor. "That's…"

"What?" Twilight asked.

"Look here." He awkwardly pointed a hoof at one monitor to a display that resembled a graph. There were a dozen green bars that ranged from all sorts of heights, again the values meant nothing to Twilight but she saw that as the graph continued the bars extended to the full height of the monitor, completely off the charts.

"That's the main power cells, whatever is generating the power required to maintain the antigravity technology is _massive_, impossibly so. But here it is! A giant power source that somehow hasn't gone critical, keeping the island afloat!"

Professor Circuit shrugged the Doctor's leg off him and cleaned himself off. With something of a sly expression he smiled at the Doctor, who returned with a smoldering glare. "Critical? Impossible, I am maintaining the power fluctuations."

"So, you admit there have been fluctuations? Whatever you're using as a power source is obviously unstable, you have to shut this down before it collapses and your entire island falls to the earth," the Doctor warned. To his surprise, however, Professor Circuit laughed heartily.

"Doctor! You certainly are amusing, the fluctuations are nothing, tiny spikes that _rarely_ occur. It is being managed, I assure you, there's no need to worry, everything is under control."

"Not for long," the Doctor argued. "You don't have a grasp on this technology, I'm not sure how you've managed it so far, but trust me you'll be out of your depth soon enough and everyone will suffer."

Twilight cleared her throat, "Every_pony_."

The Doctor raised an eyebrow, a simple effect that would've made him seem more mysterious and charming around his tenth life but only served to make him look innocently inquisitive. "Really?"

"Sorry, force of habit," admitted Twilight sheepishly.

"He might have a point," Rarity said. "After all, there's nothing wrong at the moment, is there?"

"No…" admitted the Doctor. "But—"

"Yeah, plus, isn't it kinda cool Doc? I mean, a _sky_ island! I've only read about these in stories," confided Rainbow.

The Professor bristled for a moment, confused about whatever those mares were talking about but smiled as the Doctor was being outnumbered by his own associates. "See? Your friends understand, we've everything under control."

The Doctor shook his head, unconvinced. "Show me the power source, I have to at least know what you're working with."

Professor Circuit considered for a moment, it would be very easy to decline and send these strange ponies on their way but the Doctor was so adamant about all of this and if he could see what the island was being powered by… maybe he would understand.

"Fine," conceded Circuit. Reaching over to the console, he pressed a button and pulled a lever. A hiss emitted from the console, the core of the machine began to shift as the monitors silently slipped under the frame. The Doctor's eyes widened as the central pillar opened up. "Be careful, it is said that the sight of it drives ponies mad."

A singular orb hovered in the middle of the pillar. It rotated and whirled as tiny pieces of debris circled it and fell into it, like a drain. Black light shone from the orb, surrounding the light were reddish flames and beautiful purple clouds. No, as the Doctor looked closely, he noticed that the clouds weren't clouds… they were _miniature_ galaxies. All falling into the orb and with a shudder he recognized it. A black hole.

"I-is that…" Twilight started.

"No, it _can't_ be," muttered Rainbow.

"It is awfully hideous for a power source," mused Rarity. "But perhaps the color combination might be something to look into."

"Rarity," the Doctor's tone was clipped and almost strained as his mind grappled with the ramifications of this being here. "This, my little ponies, is a miniaturized black hole."

"A black hole?" echoed Rainbow.

"That can't be right," argued Twilight. "Black holes are _dense_, _massive_! They eat up galaxies! This _can't_ be a black hole."

The Doctor reached into his coat, procuring his sonic screwdriver and ran it on the black hole. He grimaced as he looked at the readings. "No, it is. A black hole, suspended in a triple-circuit logic matrix overlaying a compression field. This _is_ a black hole, but trapped." He looked at Circuit with a horrified expression. "And this console is feeding off the energy produced from it, am I right?"

The Professor hid his surprise at how quickly the Doctor figured out the black hole energy source but maintained a calm expression. "Yes. It feeds into the antigravity pulsars and maintains our force-field which—"

"Produces an atmosphere within the city, probably to the whole island, that's brilliant. That's…." the Doctor's face fell as he remembered the number of times a simpler civilization was taken advantage of when presented with superior technology.

"Thank you, Doctor," smiled Circuit. "Now, if you don't mind." He pressed another button and the black hole disappeared under the shifting pillar and the console was restored. "I suppose the next issue is what to do with you next."

His tone was dangerously edged, realizing how intelligent this Doctor was and recognizing the threat he has become. If this isn't taken care of, it might spiral out of control and all of his work would be undone. "I suppose a celebration is in order!"

"Excuse m—" the Doctor clamped a hoof over Rainbow's mouth, to her dismay and surprise, and beamed at Circuit. "Of course! What better way than to extend pleasantries! That'd be lovely, wouldn't we enjoy that ladies?"

Twilight wanted to protest but when she noticed the Doctor's desperate expression she nodded firmly. "Yes! I… love parties you know."

"Really?" drawled Rarity. "As I recall, you—"

The Doctor clamped his free hoof over Rarity's mouth and strained his smile. "Love parties! So do I, it's been a while since I've danced, so we have that to look forward to. Will we be shown to our quarters then?"

The Professor looked over the strange group for a moment, as if reconsidering… before nodding and turning around, preparing to leave. "The guards will show you to your _temporary_ quarters. Enjoy your stay at Rainbow Island."

When he finally left, the Doctor released the poor mares earning an icy glare from the unicorn and a swift kick to the shoulder from the pegasus. "Oi!"

"What was that for?!" Rainbow shouted.

"You _really_ need to wash your hooves, Doctor," remarked Rarity, wiping the taste of dirt from her mouth.

The Doctor looked over to the guards, who stood stoically by the entrance uninterested in their conversation but he leaned closer to the mares. "We have to stick around for a little longer, this type of technology… it can't _possibly_ exist here. It isn't only _centuries_ beyond this time but it is also alien. Wherever they got the technology from, I can promise it wasn't from anyone friendly."

"Any_pony_," Twilight corrected automatically.

The Doctor rolled his eyes, "Fine, any_pony_."

Rarity made a face, ignoring the Doctor's inability to keep up with pony lingo. "But, what harm could it cause Doctor? It's keeping the island afloat, keeping all of these ponies _alive_. What if the technology was designed to protect them?"

The Time Lord glanced over at the guard's weapon as it hung from their armor. He looked at Rarity and shook his head. "In my experience, aliens willing to give technology to the indigenous species _aren't_ friendly or interested in their protection."

"… Then what does that make you?"

Twilight's expression morphed into one of shock, even gasping for effect as she took a half-step back. "Rarity, what're you—"

The Doctor lifted a hoof, interrupting Twilight and gave Rarity an even expression. He didn't look angry or disappointed by Rarity's words but his eyes were so sad… so old. "I've lived for so long, Rarity. I've seen things you wouldn't believe. I've… fought creatures so evil and have beaten them time after time, all for the sake of the universe." He took a deep, shaky, breath. "That makes me one of the good guys. You have to trust me, Rarity. I've seen this type of thing before, if I don't stop it then the whole island will go down."

There was a moment of silence as Rarity became downcast, ashamed by her own accusation. However eccentric and mysterious the Doctor may behave, his actions are sincere enough. Rainbow nodded, determination fierce in her eyes.

"So, what's the plan now, Doc?" she asked, excited to jump in the fray.

"Now… We take in the sights."

The guards escorted the group into the city, heading toward an inn called _The Morning Light_ for some rest. Although the mood was calm enough, Twilight still felt as though she were their prisoners. The Doctor, on the other hoof, was excited as the motor-chariot went down the streets, passing through amazing skyscrapers that resembles those of Manehattan.

"This looks like twenty-fourth century architecture from earth! What an amazing parallel. You ponies have a lot more in common with humans than I thought, well, I guess that's obvious considering your naming conventions. _Canter_lot? I can't take that name seriously, you know," the Doctor rambled.

"Doctor," Twilight said, keeping her voice low. "Why did you tell them we were from Canterlot anyways? What'll we do if they find out?"

The Doctor ruffled Twilight's mane, producing a murderous glare from the librarian but he shrugged it off. "Oh, Twilight, you should pay more attention."

"What?"

"This is obvious a massive anachronistic problem considering the level of technology here. It's the stuff of conquerors and war fleets, yet they haven't done anything."

"Otherwise, we'd see this type of thing in _our_ time period, right?" Twilight finished, the Doctor nodded with a smile.

"Yeah? So?" Rainbow asked. "This _is_ a floating island you know, it isn't like anypony in this time period could have the means of getting here."

"But think about it," the Doctor said, almost excitingly. "Why hasn't anyone—"

"Any**pony**!" Twilight interrupted.

"I'll get it eventually!" he snapped, rolling his eyes. Temporal anomalies were easier to catch on than this. "Why hasn't any_pony_ here gone down to Canterlot? They have all of this technology, a localized and artificial atmosphere, motorized vehicles, _weapons_ and apparently space-travel since that is the only way they could find and capture a black hole. Unless, of course, they could create their own black hole but that would be a bit of a stretch."

"They could simply not be as interested as you assume," Rarity offered. "This is a wonderful city, Doctor. Why would they go down to begin with if they have all of this?"

"I can think of a few reasons," the Doctor muttered. "Conquering a technologically inferior land, for one thing."

Twilight shook her head. "I don't know how it is like in your universe, Doctor, but war isn't all too common here. In Equestrian history there has only been a small number of major battles that ended fairly quickly (though in other cultures like the Griffins or Dragons, that's a bit different). Ponies don't normally go around conquering land."

"Then why do they have those weapons?"

The mares stayed quiet for a moment, considering the Doctor's question. It was true what Twilight had told them, war simply wasn't a pony thing unless pushed far enough. Weaponry, therefore, barely evolved beyond offensive magical spells and rudimentary tools for the earth ponies and pegasi. Twilight had never seen the weapons these guards held but she had seen the Doctor's disapproving glare when he noticed them, it's safe to assume they are as dangerous as they look.

"So far," the Doctor continued, interrupting Twilight's train of thought. "I've seen unicorns and earth ponies here, no pegasi. A bit of a strange coincidence, if you ask me."

"You think that has something to do with this?" Twilight asked.

"Probably, never ignore a coincidence, I always say." The Time Lord shrugged and smiled amusingly. "Unless, of course, you're busy then feel free. Any society that is advanced enough to utilize technology of this scale focuses on weaponry, well, that's a combination that I tend to avoid."

"Still, Doctor. You must entertain the possibility of the technology being there to protect these ponies. Is it unreasonable to think that a flying sky fortress that is a technological haven should need protection?" Rarity asked. "We infiltrated their island quite easily."

Before the Time Lord could offer his opinion, Rainbow interrupted, shaking her head. "Like I said before, there's no way any pegasus could fly up here and still manage to make a proper landing on the island. Much less toting a chariot."

"This island is impenetrable," Twilight summed up.

The Doctor chuckled under his breath, earning a hard look from the librarian. Shrugging, he extended his legs, as if in apologies. "I never liked that word: 'impenetrable'. After all, _we_ got here, didn't we?"

"Yes, but that's because we have the most powerful ship in the universe," Twilight answered, reciting the Doctor's previous description of the TARDIS.

"Speaking of which, we didn't we bring the TARDIS here? We basically left it in the middle of the forest, wouldn't anypony notice?" Rainbow asked.

Their vehicle crossed another district, the night sky cascading through the force-field creating a dim twilight shower across the city. In this light, the semipermeable bubble could be seen, covering the entirety of the city like a glass dome. The weary Time Lord sighed, remembering his home universe. Remembering home.

"It'll be fine," he answered, enthusiasm lost. "The TARDIS can keep herself hidden, it's called a perception filter. Basically hiding in plain sight, and even if she was found there isn't a force in the universe that could get in. Besides me, of course. Rule twenty-eight, you should write these down, never take the TARDIS into battle."

"But Doctor," the purple unicorn began. "Why not simply take the TARDIS back in time, before this island gained this technology and stop it from happening if you're so worried."

The Doctor shook his head. "It isn't as simple as that. I've become part of established events, going back to interfere would have detrimental effects. Besides, even _if_ I could somehow pinpoint the exact moment when all of this began getting there would be a bit trickery than it sounds."

"So, what, we're just going to stick around then? And do what?" Rainbow asked.

The Time Lord looked at Rainbow with a bright grin, eyes filled with renewed excitement. "_Momentai_, Rainbow. We're just going to enjoy our stay here!"


End file.
